Common use of Offer Documents Clause in Contracts

Offer Documents. Acquiror shall prepare and on the date of commencement of the Offer, file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”), which shall include, as exhibits, an offer to purchase and a related letter of transmittal, a summary advertisement and other ancillary Offer documents pursuant to which the Offer will be made (such Schedule TO and the documents attached as exhibits thereto, together with any supplements or amendments thereto, the “Offer Documents”) and promptly thereafter shall mail the Offer Documents to the holders of the Company Ordinary Shares as required by applicable Legal Requirements. The Company shall co-operate with Acquiror in connection with the preparation and filing of the Offer Documents with the SEC, SIC, Court or any other Governmental Entity in relation to the Offer and the Company shall promptly provide to Acquiror such information concerning the Company as may be required or reasonably requested by Acquiror for inclusion in the Offer Documents or any amendments or supplements thereto. The Company hereby consents to the inclusion in the Offer Documents of the Recommendation of the Company Board of Directors. Each of Acquiror and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Acquiror shall take all steps necessary to cause the Offer Documents, as so corrected, to be filed with the SEC, SIC, Court or other applicable Governmental Entity and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary Shares, in each case as and to the extent required by applicable Legal Requirements. Acquiror shall promptly notify the Company upon the receipt of any comments from the SEC, SIC, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements to the Offer Documents, and shall provide the Company with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, and the SEC, SIC, Court or any other Governmental Entity or (their staffs), on the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect to the Offer Documents, and Acquiror shall provide the Company and its counsel a reasonable opportunity to review and comment on any written response to any such written comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs). Prior to the filing of the Offer Documents (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Ordinary Shares, or responding to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect thereto, Acquiror shall provide the Company a reasonable opportunity to review and to propose comments on such document or response.

Offer Documents. Acquiror shall prepare and (a) As promptly as practicable on the date of commencement of the Offer, Parent and Purchaser will file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule "SCHEDULE TO”), ") which shall include, as exhibits, will contain an offer to purchase and a related letter of transmittal, a summary advertisement transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (such Schedule TO and the documents attached as exhibits theretocollectively, together with any supplements or amendments thereto, the “Offer Documents”) "OFFER DOCUMENTS"). Parent and promptly thereafter shall mail Purchaser represent, warrant and covenant that the Offer Documents to the holders of the Company Ordinary Shares as required by applicable Legal Requirements. The Company shall co-operate with Acquiror will comply in connection all material respects with the preparation Exchange Act and filing of the Offer Documents any other applicable laws and will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the SEC, SIC, Court or any other Governmental Entity in relation to the Offer Exchange Act and the rules and regulations thereunder and other applicable laws; PROVIDED, HOWEVER, that no representation, warranty or covenant hereby is made or will be made by Parent or Purchaser with respect to information supplied by Company shall promptly provide to Acquiror such information concerning the Company as may be required or reasonably requested by Acquiror in writing expressly for inclusion in the Offer Documents ("COMPANY SUPPLIED INFORMATION"). No representation, warranty or any amendments covenant is made or supplements thereto. The will be made herein by Company hereby consents with respect to the inclusion in information contained in, or incorporated by reference into, the Offer Documents of the Recommendation of the other than Company Board of Directors. Each of Acquiror Supplied Information. (b) Parent, Purchaser and the Company shall will each promptly correct any information provided by it them for use in the Offer Documents if and to the extent that such information shall have become it becomes false or misleading in any material respect. Acquiror shall respect and Parent and Purchaser will jointly and severally take all steps lawful action necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed promptly with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary SharesShareholders, in each case as and to the extent required by applicable Legal Requirementslaw. Acquiror shall promptly notify In conducting the Company upon Offer, Parent and Purchaser will comply in all material respects with the receipt of any comments from the SEC, SIC, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements to the Offer Documents, and shall provide the Company with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, and the SEC, SIC, Court or any other Governmental Entity or (their staffs), on the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments provisions of the SEC, SIC, Court or any Exchange Act and other Governmental Entity or (their staffs) with respect to the Offer Documents, applicable laws. Parent and Acquiror shall provide the Purchaser will afford Company and its counsel a reasonable opportunity to review and comment on the Offer Documents, including any written response to any such written comments of the SECamendments thereto, SIC, Court or any other Governmental Entity or (their staffs). Prior prior to the filing thereof with the SEC. (c) Parent and Purchaser will file with the Commissioner of Commerce of the State of Minnesota any registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes. (d) Parent and Purchaser will disseminate to the Shareholders the Offer Documents (or any amendment or supplement thereto) or and information contained in the dissemination thereof registration statement relating to the holders of Company Ordinary Shares, or responding Offer required to any comments be filed pursuant to Chapter 80B of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect thereto, Acquiror shall provide Minnesota Statutes to the Company a reasonable opportunity to review extent and to propose comments on such document or responsewithin the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota Statutes.

Offer Documents. Acquiror shall prepare and As promptly as practicable on the date of commencement of the OfferOffer Commencement Date, Parent and Purchaser shall (i) file with the SEC a Tender Offer Statement tender offer statement on Schedule TO with respect to the Offer that will contain or incorporate by reference the Offer to Purchase and form of the related letter of transmittal (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”), which shall include, as any exhibits, an offer to purchase and a related letter of transmittal, a summary advertisement and other ancillary Offer documents pursuant to which the Offer will be made (such Schedule TO and the documents attached as exhibits thereto, together with any amendments or supplements or amendments thereto, the “Offer Documents”) and promptly thereafter shall mail (ii) cause the Offer Documents to Purchase and related documents to be disseminated to holders of Shares as and to the holders of the Company Ordinary Shares as extent required by applicable Legal Requirements. The Company Parent and Purchaser agree that they shall co-operate with Acquiror in connection with the preparation and filing of cause the Offer Documents filed by either Parent or Purchaser with the SECSEC (x) to comply in all material respects with the Exchange Act and other applicable Legal Requirements and (y) to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, SICin light of the circumstances under which they were made, Court not misleading; provided, however, that no covenant is made by Parent or any other Governmental Entity Purchaser with respect to information supplied by or on behalf of the Acquired Corporations for inclusion or incorporation by reference in relation to the Offer Documents. Each of Parent, Purchaser and the Company shall agrees to respond promptly provide to Acquiror such information concerning the Company as may be required or reasonably requested by Acquiror for inclusion in the Offer Documents or any amendments or supplements thereto. The Company hereby consents to the inclusion in the Offer Documents comments (including oral comments) of the Recommendation of the Company Board of Directors. Each of Acquiror SEC or its staff and the Company shall to promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Acquiror shall , and Parent and Purchaser further agree to take all steps necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary Shares, in each case as and to the extent required by applicable Legal Requirements. Acquiror shall promptly notify The Company consents to the inclusion of the Company upon the receipt of any comments from the SEC, SIC, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements to Board Recommendation in the Offer Documents, provided that there has not been a Company Adverse Change Recommendation in compliance with Section 6.1(b). The Company shall promptly furnish or otherwise make available to Parent and shall provide Purchaser or Parent’s legal counsel all information concerning the Company with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, Acquired Corporations and the SEC, SIC, Court Company’s stockholders that may be required or reasonably requested in connection with any other Governmental Entity or (their staffsaction contemplated by this Section 1.1(e), on the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect to the Offer Documents, and Acquiror shall provide the The Company and its counsel a shall be given reasonable opportunity to review and comment on any written response to any such written comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs). Prior to the filing of the Offer Documents (or including any amendment or supplement thereto) or the dissemination thereof to the holders of Company Ordinary Shares, or responding response to any comments (including oral comments) of the SEC or its staff with respect thereto) prior to the filing thereof with the SEC, SIC, Court and Parent and Purchaser shall give reasonable and good faith consideration to any such comments made by the Company or any other Governmental Entity or (their staffs) with respect thereto, Acquiror shall its counsel. Parent and Purchaser agree to provide the Company a reasonable opportunity and its counsel with any comments (including oral comments) Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to review and to propose the Offer Documents promptly after receipt of those comments on such document or response(including oral comments).

Offer Documents. Acquiror shall prepare and As promptly as practicable on the date of commencement of the Offer, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments amendments, supplements and supplements thereto, and including all exhibits thereto, the “Schedule TO”), which ) with respect to the Offer. The Schedule TO shall include, as exhibits, contain or incorporate by reference an offer to purchase and a forms of the related letter of transmittal, a summary advertisement advertisement, notices to brokers, dealers and clients, and all other ancillary Offer documents pursuant to which the Offer will be made (such Schedule TO and the documents attached as exhibits theretocollectively, together with any all amendments, supplements or amendments and exhibits thereto, the “Offer Documents”) ). The Company shall promptly furnish to Parent in writing all information concerning the Company that may be required by applicable federal securities Laws for inclusion in the Offer Documents. Parent and promptly thereafter Merger Sub shall mail cause the Offer Documents (i) to be disseminated to the holders of the Company Ordinary Shares as and to the extent required by applicable Legal Requirements. The Company shall co-operate with Acquiror federal securities Laws and (ii) to comply as to form in connection all material respects with the preparation requirements of Exchange Act, the applicable rules and filing regulations of the Offer Documents with the SEC, SIC, Court or any New York Stock Exchange and all other Governmental Entity in relation to the Offer and the Company shall promptly provide to Acquiror such information concerning the Company as may be required or reasonably requested by Acquiror for inclusion in the Offer Documents or any amendments or supplements theretoapplicable Laws. The Company hereby consents to the inclusion in the Offer Documents of the Recommendation Fairness Opinion and all other material disclosures relating to the Financial Advisor (including the fees and other consideration that the Financial Advisor will receive upon consummation of the Company Board of Directors. Each of Acquiror Offer and the Company Merger) that are required by applicable Federal Securities Laws. Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information it shall be or shall have become false or misleading in any material respect. Acquiror , and Parent and Merger Sub shall take all steps necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary the Shares, in each case case, as and to the extent required by applicable Legal Requirementsfederal securities Laws. Acquiror The Company and its counsel shall promptly notify be given a reasonable opportunity to review and comment upon the Offer Documents before they are filed with the SEC and disseminated to holders of Shares, and Parent and Merger Sub shall give reasonable and good faith consideration to all additions, deletions or changes suggested thereto by the Company upon and its counsel. In addition, Parent and Merger Sub agree to provide the Company and its counsel with any comments, whether written or oral, that Parent or Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments, to consult with the Company and its counsel prior to responding to any such comments from the SEC, SIC, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements and to the Offer Documents, and shall provide the Company with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, and the SEC, SIC, Court or any other Governmental Entity or (their staffs), on the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect to the Offer Documents, and Acquiror shall provide the Company and its counsel a reasonable opportunity to review and comment on any written response to any such written comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs). Prior to the filing of the Offer Documents responses (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Ordinary Sharesif oral responses, or responding to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect thereto, Acquiror shall provide the Company a reasonable opportunity to review and to propose comments on such document or responsesummaries thereof).

Offer Documents. Acquiror shall prepare and on the date of commencement None of the OfferOffer Documents, file any schedule required to --------------- be filed by Purchaser or Merger Sub with the SEC or any amendment or supplement thereto will contain, at the respective times such documents are filed with the SEC or first published, sent or given to the Company's stockholders, any untrue statement of a Tender Offer Statement on Schedule TO material fact or will omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading, except that no representation is made by Purchaser or Merger Sub with respect to the Offer (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”), which shall include, as exhibits, an offer to purchase and a related letter of transmittal, a summary advertisement and other ancillary Offer documents pursuant to which the Offer will be made (such Schedule TO and the documents attached as exhibits thereto, together with any supplements or amendments thereto, the “Offer Documents”) and promptly thereafter shall mail the Offer Documents to the holders of information supplied by the Company Ordinary Shares as required by applicable Legal Requirements. The Company shall co-operate with Acquiror in connection with the preparation and filing of the Offer Documents with the SEC, SIC, Court or any other Governmental Entity in relation to the Offer and the Company shall promptly provide to Acquiror such information concerning the Company as may be required or reasonably requested by Acquiror for inclusion in the Offer Documents or any amendments or supplements thereto. The Company hereby consents to the inclusion in the Offer Documents of the Recommendation of the Company Board of Directors. Each of Acquiror and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Acquiror shall take all steps necessary to cause the Offer Documents, as so corrected, any schedule required to be filed with the SEC, SIC, Court or other applicable Governmental Entity and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary Shares, in each case as and to the extent required by applicable Legal Requirements. Acquiror shall promptly notify the Company upon the receipt of any comments from the SEC, SIC, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements to the Offer Documents, and shall provide the Company with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, and the SEC, SIC, Court or any other Governmental Entity or (their staffs), on the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect to the Offer Documents, and Acquiror shall provide the Company and its counsel a reasonable opportunity to review and comment on any written response to any such written comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs). Prior to the filing of the Offer Documents (SEC or any amendment or supplement thereto) . None of the information supplied by Purchaser or Merger Sub for inclusion or incorporation by reference in the dissemination thereof to Schedule 14D-9 will, at the holders date of Company Ordinary Shares, or responding to any comments of filing with the SEC, SICcontain 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, Court in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time either Purchaser or Merger Sub shall obtain knowledge of any facts with respect to itself, any of its officers or directors or any other Governmental Entity of its Subsidiaries that would require the supplement or (their staffs) amendment to any of the foregoing documents in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or to comply with respect theretoapplicable laws, Acquiror such amendment or supplement shall provide be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company, and in the event the Company a reasonable opportunity shall advise Purchaser or Merger Sub as to review its obtaining knowledge of any facts that would make it necessary to supplement or amend any of the foregoing documents, Purchaser or Merger Sub shall promptly amend or supplement such document, and such amendment or supplement shall be promptly filed with the SEC, and as required by law disseminated to propose comments on such document or responsethe stockholders of the Company.

Offer Documents. Acquiror shall prepare and on the date of commencement None of the OfferOffer Documents, file any schedule required to --------------- be filed by Purchaser or Merger Sub with the SEC or any amendment or supplement thereto will contain, at the respective times such documents are filed with the SEC or first published, sent or given to the Company's stockholders, any untrue statement of a Tender Offer Statement on Schedule TO material fact or will omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading, except that no representation is made by Purchaser or Merger Sub with respect to the Offer (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”), which shall include, as exhibits, an offer to purchase and a related letter of transmittal, a summary advertisement and other ancillary Offer documents pursuant to which the Offer will be made (such Schedule TO and the documents attached as exhibits thereto, together with any supplements or amendments thereto, the “Offer Documents”) and promptly thereafter shall mail the Offer Documents to the holders of information supplied by the Company Ordinary Shares as required by applicable Legal Requirements. The Company shall co-operate with Acquiror in connection with the preparation and filing of the Offer Documents with the SEC, SIC, Court or any other Governmental Entity in relation to the Offer and the Company shall promptly provide to Acquiror such information concerning the Company as may be required or reasonably requested by Acquiror for inclusion in the Offer Documents or any amendments or supplements thereto. The Company hereby consents to the inclusion in the Offer Documents of the Recommendation of the Company Board of Directors. Each of Acquiror and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Acquiror shall take all steps necessary to cause the Offer Documents, as so corrected, any schedule required to be filed with the SEC, SIC, Court or other applicable Governmental Entity and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary Shares, in each case as and to the extent required by applicable Legal Requirements. Acquiror shall promptly notify the Company upon the receipt of any comments from the SEC, SIC, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements to the Offer Documents, and shall provide the Company with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, and the SEC, SIC, Court or any other Governmental Entity or (their staffs), on the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect to the Offer Documents, and Acquiror shall provide the Company and its counsel a reasonable opportunity to review and comment on any written response to any such written comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs). Prior to the filing of the Offer Documents (SEC or any amendment or supplement thereto) supplement. None of the information supplied by Purchaser or Merger Sub for inclusion or incorporation by reference in the dissemination thereof to Schedule 14D-9 will, at the holders date of Company Ordinary Shares, or responding to any comments of filing with the SEC, SICcontain 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, Court in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time either Purchaser or Merger Sub shall obtain knowledge of any facts with respect to itself, any of its officers or directors or any other Governmental Entity of its Subsidiaries that would require the supplement or (their staffs) amendment to any of the foregoing documents in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or to comply with respect theretoapplicable laws, Acquiror such amendment or supplement shall provide be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company, and in the event the Company a reasonable opportunity shall advise Purchaser or Merger Sub as to review its obtaining knowledge of any facts that would make it necessary to supplement or amend any of the foregoing documents, Purchaser or Merger Sub shall promptly amend or supplement such document, and such amendment or supplement shall be promptly filed with the SEC, and as required by law disseminated to propose comments on such document or responsethe stockholders of the Company.

Offer Documents. Acquiror shall prepare and on On the date of commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments amendments, supplements and supplements thereto, and including all exhibits thereto, the “Schedule TO”), which shall include, include as exhibits, exhibits an offer to purchase and a related letter of transmittal, a summary advertisement and other ancillary Offer documents pursuant to which the Offer will be made (such Schedule TO and the documents attached as exhibits thereto, together with any supplements or amendments thereto, the “Offer Documents”) ), and promptly thereafter shall mail disseminate the Offer Documents to all holders of Company Common Stock as and to the extent required by applicable U.S. federal securities Laws. Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents to comply as to form in all material respects with the requirements of applicable Laws. The Company and Parent shall cooperate to cause the Schedule 14D-9 to be mailed or otherwise disseminated together with the Offer Documents to the holders of the Company Ordinary Shares as required by applicable Legal RequirementsCommon Stock. The Company shall co-operate with Acquiror in connection with the preparation promptly furnish to Parent and filing of the Offer Documents with the SEC, SIC, Court or any other Governmental Entity in relation to the Offer and the Company shall promptly provide to Acquiror such Merger Sub all information concerning the Company as and its Subsidiaries that may be required by applicable U.S. federal securities Laws or reasonably requested by Acquiror Parent or Merger Sub for inclusion in the Offer Documents or any amendments or supplements theretoDocuments. The Company hereby consents to the inclusion in the Offer Documents of the Recommendation of the Company Board of DirectorsBoard. Each of Acquiror Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become inaccurate, false or misleading in any material respect. Acquiror Parent and Merger Sub shall take all steps necessary to cause the Offer Documents, as so corrected, to be filed with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the all holders of Company Ordinary SharesCommon Stock, in each case as soon as reasonably practicable and as and to the extent required by applicable Legal RequirementsU.S. federal securities Laws. Acquiror Except to the extent related to a Takeover Proposal or an Adverse Recommendation Change occurring after the date hereof (including Parent’s or Merger Sub’s response thereto), (i) prior to the filing of the Offer Documents (including any amendment or supplement thereto) or the dissemination thereof to the holders of Company Common Stock, Parent and Merger Sub shall provide the Company a reasonable opportunity to review and to propose comments on such documents (and shall in good faith give reasonable consideration to any such comments received from the Company or its Representatives), (ii) Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, SIC, Court SEC or any other Governmental Entity (or their staffs) its staff or any request from the SEC, SIC, Court SEC or any other Governmental Entity or (their staffs) its staff for amendments or supplements to the Offer Documents, and shall provide the Company with copies of all correspondence written correspondence, and telephonic notification of any material oral communications, between Acquiror Parent, Merger Sub and its their respective Representatives, on the one hand, and the SEC, SIC, Court SEC or any other Governmental Entity or (their staffs)its staff, on the other hand, with respect thereto, and (iii) Parent and Merger Sub shall reasonably consult with and provide the Company and its counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff, including giving reasonable consideration in good faith to any comments provided by the Company or its Representatives on such response. Acquiror Parent and Merger Sub shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court SEC or any other Governmental Entity or (their staffs) its staff with respect to the Offer Documents, and Acquiror shall provide the Company and its counsel a reasonable opportunity to review and comment on any written response to any such written comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs). Prior to the filing of the Offer Documents (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Ordinary Shares, or responding to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect thereto, Acquiror shall provide the Company a reasonable opportunity to review and to propose comments on such document or response.

Offer Documents. Acquiror shall prepare and on Schedule 14D-9; Proxy Statement. ------------------------------------------------ Neither the date of commencement Offer Documents, nor any of the Offerinformation provided or to be provided by Parent or Acquisition Sub or their auditors, file attorneys, financial advisors or other consultants or advisors specifically for use in the Schedule 14D-9 and any other documents to be filed with the SEC a Tender Offer Statement in connection with the transactions contemplated hereby, including any amendment or supplement to such documents, shall, on Schedule TO with respect to the respective dates the Offer (together with all amendments and supplements thereto, and including all exhibits theretoDocuments, the “Schedule TO”), which shall include, as exhibits, an offer 14D- 9 and any other documents to purchase and a related letter of transmittal, a summary advertisement and other ancillary Offer documents pursuant to which be filed with the Offer will be made (such Schedule TO and SEC in connection with the documents attached as exhibits thereto, together with transactions contemplated hereby or any supplements or amendments theretothereto are filed with the SEC or on the date first published, the “Offer Documents”) and promptly thereafter shall mail the Offer Documents sent or given to the holders Company's stockholders, as the case may be, 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 Company Ordinary Shares as required by applicable Legal Requirementscircumstances under which they were made, not misleading. The Company shall co-operate Notwithstanding the foregoing, neither Parent nor Acquisition Sub makes any representation or warranty with Acquiror in connection with the preparation and filing of the Offer Documents with the SEC, SIC, Court or any other Governmental Entity in relation respect to the Offer and the Company shall promptly provide to Acquiror such information concerning the Company as may be required or reasonably requested by Acquiror for inclusion in the Offer Documents or any amendments or supplements thereto. The Company hereby consents to the inclusion in the Offer Documents of the Recommendation of the Company Board of Directors. Each of Acquiror and the Company shall promptly correct any information provided by it the Company or by its auditors, attorneys, financial advisors or other consultants or advisors specifically for use in the Offer Documents if and to Documents. None of the extent that such information shall have become false provided by Parent or misleading Acquisition Sub or by their auditors, attorneys, financial advisors or other consultants or advisors specifically for use in any material respect. Acquiror shall take all steps necessary to cause the Offer DocumentsProxy Statement shall, as so corrected, to be at the time filed with the SEC, SICat the time mailed to the Company's stockholders, Court at the time of the Stockholders' Meeting or other applicable Governmental Entity 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 misleading. The Offer Documents will comply as to form in all material respects with the provisions of the Exchange Act and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary Shares, in each case as rules and to the extent required by applicable Legal Requirements. Acquiror shall promptly notify the Company upon the receipt of any comments from the SEC, SIC, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements to the Offer Documents, and shall provide the Company with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, and the SEC, SIC, Court or any other Governmental Entity or (their staffs), on the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect to the Offer Documents, and Acquiror shall provide the Company and its counsel a reasonable opportunity to review and comment on any written response to any such written comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs). Prior to the filing of the Offer Documents (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Ordinary Shares, or responding to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect thereto, Acquiror shall provide the Company a reasonable opportunity to review and to propose comments on such document or responseregulations thereunder.

Offer Documents. Acquiror shall prepare and As promptly as practicable on the date of commencement of the OfferOffer Commencement Date, Parent and Purchaser shall (i) file with the SEC a Tender Offer Statement tender offer statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”), which shall include, as any exhibits, an offer to purchase and a related letter of transmittal, a summary advertisement and other ancillary Offer documents pursuant to which the Offer will be made (such Schedule TO and the documents attached as exhibits thereto, together with any amendments or supplements or amendments thereto, the “Offer Documents”) and promptly thereafter shall mail that will contain or incorporate by reference the Offer Documents to Purchase, form of the related letter of transmittal and summary advertisement, (ii) make all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act and (iii) cause the Offer to Purchase and related documents to be disseminated to holders of Shares as and to the holders of the Company Ordinary Shares as extent required by applicable Legal Requirements. The Company Parent and Purchaser agree that they shall co-operate with Acquiror in connection with the preparation and filing of cause the Offer Documents filed by either Parent or Purchaser with the SECSEC to (x) comply in all material respects with the Exchange Act and other applicable Legal Requirements and (y) not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, SICin light of the circumstances under which they were made, Court not misleading; provided, however, that no covenant is made by Parent or any other Governmental Entity Purchaser with respect to information supplied by or on behalf of the Company for inclusion or incorporation by reference in relation to the Offer Documents. Each of Parent, Purchaser and the Company shall agrees to respond promptly provide to Acquiror such information concerning the Company as may be required or reasonably requested by Acquiror for inclusion in the Offer Documents or any amendments or supplements thereto. The Company hereby consents to the inclusion in the Offer Documents comments (including oral comments) of the Recommendation of the Company Board of Directors. Each of Acquiror SEC or its staff and the Company shall to promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Acquiror shall , and Parent and Purchaser further agree to take all steps necessary to promptly cause the Offer Documents, Documents as so corrected, corrected to be filed with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary Shares, in each case as and to the extent required by applicable Legal Requirements. Acquiror shall promptly notify The Company hereby consents to the inclusion of the Company upon the receipt of any comments from the SEC, SIC, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements to Board Recommendation in the Offer Documents, . The Company shall promptly furnish or otherwise make available to Parent and shall provide Purchaser or Parent’s legal counsel all information concerning the Company with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, and the SEC, SIC, Court Company’s stockholders that may be required or reasonably requested in connection with any other Governmental Entity or (their staffsaction contemplated by this Section 1.1(e), on the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect to the Offer Documents, and Acquiror shall provide the The Company and its counsel a shall be given reasonable opportunity to review and comment on any written response to any such written comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs). Prior to the filing of the Offer Documents (or including any amendment or supplement thereto) or the dissemination thereof to the holders of Company Ordinary Shares, or responding response to any comments (including oral comments) of the SEC or its staff with respect thereto) prior to the filing thereof with the SEC, SIC, Court and Parent and Purchaser shall give reasonable consideration to any such comments made by the Company or any other Governmental Entity or (their staffs) with respect thereto, Acquiror shall its counsel. Parent and Purchaser agree to provide the Company a reasonable opportunity and its counsel with any comments (including oral comments) Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to review and to propose the Offer Documents promptly after receipt of those comments on such document or response(including oral comments).

Offer Documents. Acquiror shall prepare and As soon as practicable on the date of commencement of the Offer, Parent and Sub shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO 14D-1 (the "Schedule 14D-1") with respect to the Offer (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”), which shall include, as exhibits, an contain the offer to purchase and a related letter of transmittal, a summary advertisement transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (such Schedule TO and the documents attached as exhibits thereto, together collectively with any supplements or amendments thereto, the “"Offer Documents”") and promptly thereafter shall mail contain (or shall be amended in a timely manner to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law, and shall conform in all material respects with the requirements of the Exchange Act and any other applicable law; provided, however, that no agreement or representation hereby is made or shall be made by Parent or Sub with respect to information supplied by the Company expressly for inclusion in, or with respect to Company information derived from the Company's public SEC filings that is included or incorporated by reference in, the Offer Documents to the holders of the Company Ordinary Shares as required by applicable Legal RequirementsDocuments. The Company shall co-operate with Acquiror in connection with the preparation and filing of the Offer Documents with the SECParent, SIC, Court or any other Governmental Entity in relation to the Offer Sub and the Company shall each agree promptly provide to Acquiror such information concerning the Company as may be required or reasonably requested by Acquiror for inclusion in the Offer Documents or any amendments or supplements thereto. The Company hereby consents to the inclusion in the Offer Documents of the Recommendation of the Company Board of Directors. Each of Acquiror and the Company shall promptly correct any information provided by it them for use in the Offer Documents if and to the extent that such information it shall have become false or misleading in any material respect. Acquiror shall respect and Sub further agrees to take all steps lawful action necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed promptly with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary SharesCommon Stock, in each case as and to the extent required by applicable Legal Requirementslaw. Acquiror In conducting the Offer, Parent and Sub shall promptly notify comply in all material respects with the Company upon provisions of the receipt of any comments from the SEC, SIC, Court or Exchange Act and any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements to the Offer Documents, and shall provide the Company with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, and the SEC, SIC, Court or any other Governmental Entity or (their staffs), on the other handapplicable law. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect to the Offer Documents, and Acquiror shall provide the The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents and any written response to any such written comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs). Prior amendments thereto prior to the filing of the Offer Documents (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Ordinary Shares, or responding to any comments of with the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect thereto, Acquiror shall provide the Company a reasonable opportunity to review and to propose comments on such document or response.

Offer Documents. Acquiror shall prepare and on On the date of commencement of the OfferOffer (within the meaning of Rule 14d-2 under the Exchange Act), Parent and Purchaser shall (i) file with the SEC a Tender Offer Statement tender offer statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto, thereto and including all exhibits thereto, the “Schedule TO”), which shall include, as exhibits, an offer ) that will contain or incorporate by reference the Offer to purchase Purchase and a form of the related letter of transmittal, a summary advertisement transmittal and other ancillary Offer documents pursuant to which (ii) cause the Offer will to Purchase and related documents to be made (such disseminated to holders of Shares. Parent and Purchaser agree that they shall cause the Schedule TO and the documents attached as exhibits theretoall exhibits, amendments or supplements thereto (which together with any supplements or amendments thereto, constitute the “Offer Documents”) filed by either Parent or Purchaser with the SEC to comply in all material respects with the Exchange Act and promptly thereafter shall mail the Offer Documents to the holders of the Company Ordinary Shares as required by rules and regulations thereunder and other applicable Legal Requirements. The Company shall co-operate with Acquiror information contained in connection with the preparation and filing of the Offer Documents with the SECDocuments, SICas of such Offer Document’s respective date, Court shall not be false or misleading in any other Governmental Entity in relation to the Offer material respect, and each of Parent, Purchaser and the Company shall promptly provide agrees to Acquiror such information concerning the Company as may be required or reasonably requested by Acquiror for inclusion in the Offer Documents or any amendments or supplements thereto. The Company hereby consents to the inclusion in the Offer Documents of the Recommendation of the Company Board of Directors. Each of Acquiror and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Acquiror shall , and Parent further agrees to take all steps necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary Shares, in each case as and to the extent required by applicable Legal Requirementsfederal securities laws. Acquiror The Company shall promptly notify furnish or otherwise make available to Parent and Purchaser or Parent’s legal counsel all information concerning the Company upon the receipt of any comments from the SEC, SIC, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements to the Offer Documents, and shall provide the Company with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, and the SEC, SIC, Court or Company’s stockholders that may be required under applicable Legal Requirements and/or in connection with any other Governmental Entity or (their staffsaction contemplated by this Section 1.1(e), on the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect to the Offer Documents, and Acquiror shall provide the The Company and its counsel a shall be given reasonable opportunity to review and comment on any written response to any such written comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs). Prior Offer Documents prior to the filing of thereof with the SEC (and Parent and Purchaser shall consider any such comments in good faith). Parent and Purchaser agree to provide the Company and its counsel with any comments Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents (or any amendment or supplement thereto) or the dissemination thereof to the holders promptly after receipt of Company Ordinary Shares, or responding such comments. Each of Parent and Purchaser shall respond promptly to any comments of the SEC, SIC, Court SEC or any other Governmental Entity or (their staffs) its staff with respect thereto, Acquiror shall provide to the Company a reasonable opportunity to review and to propose comments on such document Offer Documents or responsethe Offer.

Offer Documents. Acquiror shall prepare and on On the date of commencement of the Offer, Parent and Purchaser shall: (a) file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all exhibits, amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”)) with respect to the Offer, which shall include, as exhibits, contain or shall incorporate by reference an offer to purchase and a forms of the related letter of transmittal, a transmittal and form of summary advertisement and other ancillary Offer documents pursuant to which (the Schedule TO, the Offer will be made (and such Schedule TO and the documents attached as exhibits theretoother documents, together with any all exhibits, amendments and supplements or amendments thereto, the “Offer Documents”), and (b) and promptly thereafter shall mail cause the Offer Documents to be disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities law. Parent and Purchaser shall cause the Offer Documents (i) to comply as to form in all material respects with the requirements of applicable U.S. federal securities laws and (ii) on the date first filed with the SEC and on the date first published, sent or given to the holders of shares of Company Common Stock, not to contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no covenant is made by Parent or Purchaser with respect to information supplied by or on behalf of the Company Ordinary Shares as required by applicable Legal Requirements. The Company shall co-operate with Acquiror in connection with the preparation and filing of the Offer Documents with the SEC, SIC, Court or any other Governmental Entity in relation to the Offer and the Company shall promptly provide to Acquiror such information concerning the Company as may be required or reasonably requested by Acquiror writing specifically for inclusion in the Offer Documents or any amendments or supplements theretoDocuments. The Company hereby consents to the shall promptly supply Parent and Purchaser in writing, for inclusion in the Offer Documents of Documents, all information concerning the Recommendation of Company, the Company Board of DirectorsCompany’s Subsidiaries or the Company’s stockholders that may be required under the Exchange Act to be included in the Offer Documents. Each of Acquiror Parent, Purchaser and the Company shall agrees promptly to correct any information provided by it them for use in the Offer Documents if and to the extent it shall have obtained knowledge that such information shall have become false or misleading in any material respect. Acquiror shall , and each of Parent and Purchaser further agrees to take all steps necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary Shares, in each case as and to the extent required by applicable Legal Requirementsfederal securities law. Acquiror shall promptly notify the Company upon the receipt of any comments from the SEC, SIC, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements to the Offer Documents, and shall provide the Company with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, and the SEC, SIC, Court or any other Governmental Entity or (their staffs), on the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect to the Offer Documents, and Acquiror shall provide the The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents and any written response to any such written comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs). Prior amendments thereto prior to the filing of thereof with the SEC and Parent shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent agrees to provide the Company and its counsel any comments, whether written or oral, that Parent may receive from the SEC or its staff with respect to the Offer Documents (promptly after the receipt of such comments, and any written or any amendment or supplement oral responses thereto) or the dissemination thereof to the holders of . The Company Ordinary Shares, or responding to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect thereto, Acquiror and its counsel shall provide the Company be given a reasonable opportunity to review and comment upon such responses and Parent shall give due consideration to propose all reasonable additions, deletions or changes suggested thereto by the Company and its counsel. Parent and Purchaser shall use reasonable best efforts to respond to any such comments on such document or responsepromptly after they are received.

Offer Documents. Acquiror shall prepare and As promptly as practicable on the date of commencement of the OfferOffer (within the meaning of Rule 14d-2 under the Exchange Act), Parent and Purchaser shall (i) file with the SEC a Tender Offer Statement tender offer statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto, thereto and including all exhibits thereto, the “Schedule TO”), which ) that shall include, as exhibits, an offer contain or incorporate by reference the Offer to purchase Purchase and a form of the related letter of transmittal, a summary advertisement transmittal and other ancillary Offer documents pursuant to which (ii) cause the Offer will to Purchase and related documents to be made (such disseminated to holders of Shares. Parent and Purchaser shall cause the Schedule TO and the documents attached as exhibits theretoall exhibits, amendments or supplements thereto (which together with any supplements or amendments thereto, constitute the “Offer Documents”) filed by either Parent or Purchaser with the SEC to comply in all material respects with the Exchange Act and promptly thereafter shall mail the Offer Documents to the holders of the Company Ordinary Shares as required by rules and regulations thereunder and other applicable Legal Requirements. The Company shall co-operate with Acquiror in connection with the preparation and filing Each of the Offer Documents with the SECParent, SIC, Court or any other Governmental Entity in relation to the Offer Purchaser and the Company shall promptly provide agrees to Acquiror such information concerning the Company as may be required or reasonably requested by Acquiror for inclusion in the Offer Documents or any amendments or supplements thereto. The Company hereby consents to the inclusion in the Offer Documents of the Recommendation of the Company Board of Directors. Each of Acquiror and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Acquiror shall , and to correct any material omissions therefrom, and Parent further agrees to promptly respond to any comments (including oral comments) of the SEC or its staff and to promptly take all steps necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary Shares, in each case as and to the extent required by applicable Legal Requirementsfederal securities laws. Acquiror The Company shall promptly notify furnish or otherwise make available to Parent and Purchaser or Parent’s legal counsel all information concerning the Company upon and the receipt of Company’s stockholders that may be required in connection with any action contemplated by this Section 1.1(e). Except from and after a Company Adverse Change Recommendation, the Company and its counsel shall be given reasonable opportunity to review and comment on the Offer Documents (including any response to any comments from (including oral comments) of the SEC or its staff with respect thereto) prior to the filing thereof with the SEC, SIC, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements . Parent and Purchaser agree to the Offer Documents, and shall provide the Company with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, and the SEC, SIC, Court or any other Governmental Entity or (their staffs), on the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to counsel with any comments of Parent, Purchaser or their counsel may receive from the SEC, SIC, Court SEC or any other Governmental Entity or (their staffs) its staff with respect to the Offer Documents, Documents promptly after receipt of such comments. Each of Parent and Acquiror Purchaser shall respond promptly to any comments (including oral comments) of the SEC or its staff with respect to the Offer Documents or the Offer. Parent and Purchaser shall provide the Company and its counsel a reasonable opportunity to review and comment on participate in the formulation of any written response to any such written comments of the SEC, SIC, Court SEC or any other Governmental Entity or (their staffs). Prior to the filing of the Offer Documents (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Ordinary Shares, or responding to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect thereto, Acquiror shall provide the Company its staff and a reasonable opportunity to review and to propose comments on participate in any discussions with the SEC or its staff concerning such document or responsecomments.

Offer Documents. Acquiror shall prepare and As promptly as practicable on the date of commencement of the OfferOffer Commencement Date, Parent and Purchaser shall (i) file with the SEC a Tender Offer Statement tender offer statement on Schedule TO with respect to the Offer (together with all amendments amendments, supplements and supplements thereto, and including all exhibits thereto, the “Schedule TO”), which shall include, as exhibits, an offer ) that will contain or incorporate by reference the Offer to purchase Purchase and a form of the related letter of transmittal, a summary advertisement transmittal and other ancillary Offer documents pursuant to which (ii) cause the Offer will to Purchase and related documents to be made (such disseminated to holders of Shares, in each case, as and to the extent required by federal securities Laws. Parent and Purchaser agree that they shall cause the Schedule TO and the documents attached as all amendments, supplements and exhibits thereto, thereto (which together with any supplements or amendments thereto, constitute the “Offer Documents”) and promptly thereafter shall mail the Offer Documents to the holders of the Company Ordinary Shares as required filed by applicable Legal Requirements. The Company shall co-operate with Acquiror in connection either Parent or Purchaser with the preparation and filing of the Offer Documents SEC to comply in all material respects with the SECExchange Act and the rules and regulations thereunder and other applicable Laws. Each of Parent, SIC, Court or any other Governmental Entity in relation to the Offer Purchaser and the Company shall promptly provide agrees to Acquiror such information concerning the Company as may be required or reasonably requested by Acquiror for inclusion in the Offer Documents or any amendments or supplements thereto. The Company hereby consents to the inclusion in the Offer Documents of the Recommendation of the Company Board of Directors. Each of Acquiror and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Acquiror shall , or to correct any material omissions therefrom, and Parent further agrees to take all reasonable steps necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary Shares, in each case as and to the extent required by applicable Legal Requirementsfederal securities laws. Acquiror The Company shall promptly notify furnish or otherwise make available to Parent and Purchaser or Parent’s legal counsel all information concerning the Company upon and the receipt of Company’s stockholders that may be required in connection with any comments from action contemplated by this Section 1.1(e). The Company and its counsel shall be given reasonable opportunity to review and comment on the Offer Documents prior to the filing thereof with the SEC, SIC, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements . Parent and Purchaser agree to the Offer Documents, and shall provide the Company with copies of all correspondence between Acquiror and its respective Representativescounsel with any substantive comments Parent, on Purchaser or their counsel may receive from the one hand, and the SEC, SIC, Court SEC or any other Governmental Entity or (their staffs), on the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) its staff with respect to the Offer Documents, Documents promptly after receiving such comments. Parent and Acquiror Purchaser shall provide the Company and its counsel a reasonable opportunity to review and comment on participate in the formulation of any written response to any such written comments of the SEC, SIC, Court SEC or its staff and a reasonable opportunity to participate in any other Governmental Entity discussions with the SEC or (their staffs)its staff concerning such comments. Prior to the filing of the Offer Documents (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Ordinary Shares, or responding Parent and Purchaser shall respond reasonably promptly to any comments of the SEC, SIC, Court SEC or any other Governmental Entity or (their staffs) its staff with respect thereto, Acquiror shall provide to the Company a reasonable opportunity to review and to propose comments on such document Offer Documents or responsethe Offer.

Offer Documents. Acquiror shall prepare and As promptly as reasonably practicable on the date of commencement of the Offer, Parent shall (a) file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all exhibits, amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”)) with respect to the Offer, which shall include, as exhibits, contain or shall incorporate by reference an offer to purchase (the “Offer to Purchase”) and a forms of the related letter of transmittal, a transmittal and form of summary advertisement and other ancillary Offer documents pursuant to which (the Schedule TO, the Offer will be made (to Purchase and such Schedule TO and the documents attached as exhibits theretoother documents, together with any all exhibits, amendments and supplements or amendments thereto, the “Offer Documents”), (b) cause the Offer Documents to be disseminated to holders of Shares, in each case as and promptly thereafter shall mail to the extent required by applicable federal securities Laws, (c) deliver a copy of the Offer Documents to the holders Company at its principal executive offices in accordance with Rule 14d-3(a) promulgated under the Exchange Act and (d) give telephonic notice to Nasdaq of the Company Ordinary Shares as information required by applicable Legal RequirementsRule 14d-3 promulgated under the Exchange Act, and mail by means of first class mail a copy of the Offer Documents to Nasdaq in accordance with Rule 14d-3(a) promulgated under the Exchange Act. The Company shall co-operate with Acquiror promptly supply Parent in connection with the preparation and filing of the Offer Documents with the SECwriting, SIC, Court or any other Governmental Entity in relation to the Offer and the Company shall promptly provide to Acquiror such information concerning the Company as may be required or reasonably requested by Acquiror for inclusion in the Offer Documents or any amendments or supplements thereto. The Documents, all information concerning the Company hereby consents required under the Exchange Act to the inclusion be included in the Offer Documents. Parent agrees that it shall cause the Offer Documents of filed by Parent with the Recommendation of SEC to comply in all material respects with the Company Board of DirectorsExchange Act and the rules and regulations thereunder and other applicable legal requirements. Each of Acquiror Parent and the Company shall agrees to promptly correct (i) any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Acquiror shall , and (ii) any material omissions therefrom, and Parent further agrees to take all steps necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary Shares, in each case as and to the extent required by applicable Legal Requirementsfederal securities Law, the SEC or its staff or Nasdaq. Acquiror The Company and its counsel shall promptly notify be given a reasonable opportunity to review and comment on the Offer Documents and any amendments thereto prior to the filing thereof with the SEC and Parent shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company upon the receipt of any comments from the SEC, SIC, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements to the Offer Documents, and shall provide the Company with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, and the SEC, SIC, Court or any other Governmental Entity or (their staffs), on the other handcounsel. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect to the Offer Documents, and Acquiror Parent shall provide the Company and its counsel a reasonable opportunity to review and comment on participate in the formulation of any written response to any such written comments of the SECSEC or its staff and a reasonable opportunity to participate in any discussions with the SEC or its staff concerning such comments. In addition, SIC▇▇▇▇▇▇ agrees to provide the Company and its counsel any comments, Court whether written or any other Governmental Entity oral, that Parent may receive from the SEC or (their staffs). Prior its staff with respect to the filing of the Offer Documents (promptly after the receipt of such comments, and any written or any amendment or supplement oral responses thereto) or the dissemination thereof to the holders of . The Company Ordinary Shares, or responding to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect thereto, Acquiror and its counsel shall provide the Company be given a reasonable opportunity to review and comment upon such responses and Parent shall give due consideration to propose comments on such document all reasonable additions, deletions or responsechanges suggested thereto by the Company and its counsel.

Offer Documents. Acquiror shall prepare and on On the date of commencement of the Offer, --------------- Richfood and Merger Subsidiary shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO 14D-1 (the "Schedule 14D-1") with respect to the Offer (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”), which shall include, as exhibits, an contain the offer to purchase and a related letter of transmittaltransmittal (such Schedule 14D-1, a summary advertisement letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (such Schedule TO and the documents attached as exhibits theretomade, together with any supplements or amendments thereto, the “"Offer Documents”") and promptly thereafter shall mail contain (or shall be amended in a timely manner to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable Law, and shall conform in all material respects with the requirements of the Exchange Act and any other applicable Law; provided, however, that no agreement or representation is hereby made or shall -------- ------- be made by Richfood or Merger Subsidiary with respect to information supplied by Dart in writing expressly for inclusion in, or with respect to Dart information derived from the Dart Group SEC Reports which is included or incorporated by reference in, the Offer Documents Documents. Richfood, Merger Subsidiary and Dart each agrees promptly to the holders of the Company Ordinary Shares as required by applicable Legal Requirements. The Company shall co-operate with Acquiror in connection with the preparation and filing of the Offer Documents with the SEC, SIC, Court or any other Governmental Entity in relation to the Offer and the Company shall promptly provide to Acquiror such information concerning the Company as may be required or reasonably requested by Acquiror for inclusion in the Offer Documents or any amendments or supplements thereto. The Company hereby consents to the inclusion in the Offer Documents of the Recommendation of the Company Board of Directors. Each of Acquiror and the Company shall promptly correct any information provided by it them for use in the Offer Documents if and to the extent that such information it shall have become false or misleading in any material respect. Acquiror shall respect and Merger Subsidiary further agrees to take all steps lawful action necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed promptly with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary SharesDart Common Stock, in each case as and to the extent required by applicable Legal RequirementsLaw. Acquiror Dart and its counsel shall promptly notify be given the Company opportunity to review and comment upon the receipt of Offer Documents to be filed with the SEC prior to any such filing. In addition, Richfood and Merger Subsidiary agree to provide Dart and its counsel in writing with any comments or other communications that Richfood, Merger Subsidiary or their counsel may receive from time to time from the SEC, SIC, Court SEC or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements to the Offer Documents, and shall provide the Company with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, and the SEC, SIC, Court or any other Governmental Entity or (their staffs), on the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) staff with respect to the Offer Documents, and Acquiror shall provide Documents promptly after the Company and its counsel a reasonable opportunity to review and comment on any written response to any receipt of such written comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs). Prior to the filing of the Offer Documents (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Ordinary Shares, or responding to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect thereto, Acquiror shall provide the Company a reasonable opportunity to review and to propose comments on such document or responsecommunications.

Offer Documents. Acquiror shall prepare and As soon as practicable on the date of commencement of the OfferOffer Commencement Date, Parent and Merger Sub shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments amendments, supplements and supplements thereto, and including all exhibits thereto, the “Schedule TO”), which shall include, as exhibits, an ) and the related offer to purchase and a related purchase, letter of transmittal, a transmittal and summary advertisement and other ancillary Offer documents and instruments pursuant to which the Offer will be made (such Schedule TO collectively, and the documents attached as exhibits thereto, together with including any supplements or amendments thereto, the “Offer Documents”) and promptly thereafter shall mail (ii) cause the Offer Documents to be disseminated to the holders Company’s stockholders as and to the extent required by the applicable U.S. federal securities Laws and the rules and regulations of the Company Ordinary Shares as SEC thereunder (collectively, the “Securities Laws”). Each of Parent and Merger Sub shall cause the Offer Documents to (A) comply in all material respects with the Exchange Act and other applicable Securities Laws and (B) not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the foregoing shall not apply to any information contained or incorporated by applicable Legal Requirementsreference in any Offer Document that was furnished or provided by the Company. The Company shall co-operate with Acquiror in connection with the preparation and filing of the Offer Documents with the SEC, SIC, Court or any other Governmental Entity in relation agrees to the Offer and the Company shall furnish promptly provide to Acquiror such Parent all information concerning the Company as may required by the Securities Laws to be required or reasonably requested by Acquiror for inclusion set forth in the Offer Documents or any amendments or supplements theretoDocuments. The Subject to Section 5.6, the Company hereby consents to the inclusion in the Offer Documents of the Recommendation of the Company Board of DirectorsRecommendation. Each of Acquiror and the Company shall party agrees to correct or supplement promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Acquiror respect or such amendment or supplement shall become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and Parent and Merger Sub further agree to take all steps necessary to cause the Offer DocumentsSchedule TO, as so correctedamended or supplemented, to be filed with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so correctedamended or supplemented, to be disseminated to the holders of Company Ordinary SharesCompany’s stockholders, in each case case, as and to the extent required by applicable Legal Requirementsthe Securities Laws. Acquiror shall promptly notify Unless the Company upon Board has effected a Company Adverse Recommendation Change, Parent will provide the receipt of any comments from the SEC, SIC, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements Company a reasonable opportunity to review and comment on the Offer Documents, and shall provide any amendments or supplements thereto, before they are filed with the Company with copies of all correspondence between Acquiror SEC and its respective Representatives, on disseminated to the one handCompany’s stockholders, and Parent shall give good faith consideration to all the SECreasonable additions, SIC, Court deletions or any other Governmental Entity or (their staffs), on changes suggested thereto by the other handCompany. Acquiror Parent shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of received from the SEC, SIC, Court or any other Governmental Entity or (their staffs) SEC with respect to the Offer Documents, Documents and Acquiror shall provide copies of such comments to the Company promptly upon receipt and its counsel provide copies of proposed responses to the Company a reasonable opportunity time prior to review filing with the SEC and comment on any written response to any such written comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs). Prior dissemination to the filing of the Offer Documents (or any amendment or supplement thereto) or the dissemination thereof Company’s stockholders to the holders of Company Ordinary Shares, or responding to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect thereto, Acquiror shall provide allow the Company a reasonable opportunity to review and comment, and Parent shall give good faith consideration to propose comments on such document all reasonable additions, deletions or responsechanges suggested thereto by the Company.

Offer Documents. Acquiror shall prepare and As promptly as practicable on the date of commencement of the OfferOffer Commencement Date, Parent and Purchaser shall (i) file with the SEC a Tender Offer Statement tender offer statement on Schedule TO with respect to the Offer (together with all amendments amendments, supplements and supplements thereto, and including all exhibits thereto, the “Schedule TO”), which shall include, as exhibits, an offer ) that will contain or incorporate by reference the Offer to purchase Purchase and a form of the related letter of transmittal, a summary advertisement transmittal and other ancillary Offer documents pursuant to which (ii) cause the Offer will to Purchase and related documents to be made (such disseminated to holders of Shares. Parent and Purchaser agree that they shall cause the Schedule TO and the documents attached as all amendments, supplements and exhibits thereto, thereto (which together with any supplements or amendments thereto, constitute the “Offer Documents”) and promptly thereafter shall mail the Offer Documents to the holders of the Company Ordinary Shares as required filed by applicable Legal Requirements. The Company shall co-operate with Acquiror in connection either Parent or Purchaser with the preparation and filing of the Offer Documents SEC to comply in all material respects with the SECExchange Act and the rules and regulations thereunder and other applicable Laws. Each of Parent, SIC, Court or any other Governmental Entity in relation to the Offer Purchaser and the Company shall promptly provide agrees to Acquiror such information concerning the Company as may be required or reasonably requested by Acquiror for inclusion in the Offer Documents or any amendments or supplements thereto. The Company hereby consents to the inclusion in the Offer Documents of the Recommendation of the Company Board of Directors. Each of Acquiror and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Acquiror shall , or to correct any material omissions therefrom, and Parent further agrees to take all steps necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary Shares, in each case as and to the extent required by applicable Legal Requirementsfederal securities laws. Acquiror The Company shall promptly notify furnish or otherwise make available to Parent and Purchaser or Parent’s legal counsel all information concerning the Company upon and the receipt of Company’s stockholders that may be required in connection with any comments from the SEC, SIC, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements to the Offer Documents, action contemplated by this Section 1.1(e). Parent and Purchaser shall provide the Company with copies of all correspondence between Acquiror and its respective Representatives, counsel reasonable opportunity to review and comment on the one hand, and Offer Documents prior to the filing thereof with the SEC, SIC, Court or any other Governmental Entity or (their staffs), on . Parent and Purchaser agree to provide the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to Company and its counsel with any comments of Parent, Purchaser or their counsel may receive from the SEC, SIC, Court SEC or any other Governmental Entity or (their staffs) its staff with respect to the Offer Documents, Documents promptly after receiving such comments. Parent and Acquiror Purchaser shall provide the Company and its counsel a reasonable opportunity to review and comment on participate in the formulation of any written response to any such written comments of the SEC, SIC, Court SEC or its staff and a reasonable opportunity to participate in any other Governmental Entity discussions with the SEC or (their staffs)its staff concerning such comments. Prior to the filing of the Offer Documents (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Ordinary Shares, or responding Parent and Purchaser shall respond promptly to any comments of the SEC, SIC, Court SEC or any other Governmental Entity or (their staffs) its staff with respect thereto, Acquiror shall provide to the Company a reasonable opportunity to review and to propose comments on such document Offer Documents or responsethe Offer.

Offer Documents. Acquiror shall prepare and As promptly as practicable on the date of commencement of the OfferOffer Commencement Date, Parent and Purchaser shall (i) file with the SEC a Tender Offer Statement tender offer statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”), which shall include, as any exhibits, an offer to purchase and a related letter of transmittal, a summary advertisement and other ancillary Offer documents pursuant to which the Offer will be made (such Schedule TO and the documents attached as exhibits thereto, together with any amendments or supplements or amendments thereto, the “Offer Documents”) and promptly thereafter shall mail that will contain or incorporate by reference the Offer Documents to Purchase, form of the related letter of transmittal, and summary advertisement, (ii) make all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act and (iii) cause the Offer to Purchase and related documents to be disseminated to holders of Shares as and to the holders of the Company Ordinary Shares as extent required by applicable Legal Requirements. The Company Parent and Purchaser agree that they shall co-operate with Acquiror in connection with the preparation and filing of cause the Offer Documents filed by either Parent or Purchaser with the SECSEC to (x) comply in all material respects with the Exchange Act and other applicable Legal Requirements and (y) not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, SICin light of the circumstances under which they were made, Court not misleading; provided, however, that no covenant is made by Parent or any other Governmental Entity Purchaser with respect to information supplied by or on behalf of the Company for inclusion or incorporation by reference in relation to the Offer Documents. Each of Parent, Purchaser and the Company shall agrees to respond promptly provide to Acquiror such information concerning the Company as may be required or reasonably requested by Acquiror for inclusion in the Offer Documents or any amendments or supplements thereto. The Company hereby consents to the inclusion in the Offer Documents comments (including oral comments) of the Recommendation of the Company Board of Directors. Each of Acquiror SEC or its staff and the Company shall to promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Acquiror shall , and to correct any material omissions therefrom, and Parent and Purchaser further agree to take all steps necessary to promptly cause the Offer Documents, Documents as so corrected, corrected to be filed with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary Shares, in each case as and to the extent required by applicable Legal Requirements. Acquiror shall promptly notify The Company hereby consents to the inclusion of the Company upon the receipt of any comments from the SEC, SIC, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements to Board Recommendation in the Offer Documents, unless a Company Adverse Change Recommendation has occurred and has been communicated to Parent in writing prior to the filing of such Offer Documents with the SEC. The Company shall provide promptly furnish or otherwise make available to Parent and Purchaser or Parent’s legal counsel all information concerning the Company with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, Acquired Companies and the SEC, SIC, Court Company’s stockholders that may be required or reasonably requested in connection with any other Governmental Entity or (their staffsaction contemplated by this Section 1.01(e), on the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect to the Offer Documents, and Acquiror shall provide the The Company and its counsel a shall be given reasonable opportunity to review and comment on any written response to any such written comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs). Prior to the filing of the Offer Documents (or including any amendment or supplement thereto) or the dissemination thereof to the holders of Company Ordinary Shares, or responding response to any comments (including oral comments) of the SEC or its staff with respect thereto) prior to the filing thereof with the SEC, SIC, Court and Parent and Purchaser shall give reasonable consideration to any such comments made by the Company or any other Governmental Entity or (their staffs) with respect thereto, Acquiror shall its counsel. Parent and Purchaser agree to provide the Company a reasonable opportunity and its counsel with any comments (including oral comments) Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to review and to propose the Offer Documents promptly after receipt of those comments on such document or response(including oral comments).

Offer Documents. Acquiror shall prepare and As promptly as practicable on the date of commencement of the OfferOffer Commencement Date, Parent and Purchaser shall (i) file with the SEC a Tender Offer Statement tender offer statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto, thereto and including all exhibits thereto, the “Schedule TO”) that, subject to Section 5.02(f), which shall include, as exhibits, an offer will contain or incorporate by reference the Offer to purchase Purchase and a form of the related letter of transmittal, a summary advertisement transmittal and other ancillary Offer documents pursuant to which (ii) cause the Offer will to Purchase and related documents to be made (such disseminated to holders of Company Shares. Parent and Purchaser agree that they shall cause the Schedule TO and the documents attached as exhibits theretoall exhibits, amendments or supplements thereto (which together with any supplements or amendments thereto, constitute the “Offer Documents”) filed by either Parent or Purchaser with the SEC (x) to comply in all material respects with the Exchange Act and promptly thereafter shall mail the Offer Documents rules and regulations thereunder and other applicable Laws and (y) to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the holders statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no covenant is made by Parent or Purchaser with respect to information supplied by or on behalf of the Company Ordinary Shares as required for inclusion or incorporation by applicable Legal Requirements. The Company shall co-operate with Acquiror reference in connection with the preparation and filing of the Offer Documents with the SECDocuments. Each of Parent, SIC, Court or any other Governmental Entity in relation to the Offer Purchaser and the Company shall promptly provide agrees to Acquiror such information concerning the Company as may be required or reasonably requested by Acquiror for inclusion in the Offer Documents or any amendments or supplements thereto. The Company hereby consents to the inclusion in the Offer Documents of the Recommendation of the Company Board of Directors. Each of Acquiror and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Acquiror shall , and Parent further agrees to take all steps necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary Shares, in each case as and to the extent required by applicable Legal Requirementsfederal securities laws. Acquiror The Company shall promptly notify furnish or otherwise make available to Parent and Purchaser or Parent’s legal counsel all information concerning the Company upon the receipt of any comments from the SEC, SIC, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements to the Offer Documents, and shall provide the Company Stockholders that may be required in connection with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, and the SEC, SIC, Court or any other Governmental Entity or (their staffsaction contemplated by this Section 1.01(e), on the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect to the Offer Documents, and Acquiror shall provide the The Company and its counsel a shall be given reasonable opportunity to review and comment on any written response to any such written comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs). Prior to the filing of the Offer Documents (or including any amendment or supplement thereto) or the dissemination thereof to the holders of Company Ordinary Shares, or responding response to any comments (including oral comments) of the SEC or its staff with respect thereto) prior to the filing thereof with the SEC, SIC, Court and Parent and Purchaser shall give reasonable and good faith consideration to any such comments made by the Company or any other Governmental Entity or (their staffs) with respect thereto, Acquiror shall its counsel. Parent and Purchaser agree to provide the Company a reasonable opportunity and its counsel with any comments that Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to review the Offer Documents promptly after receipt of such comments (including oral comments). Each of Parent and Purchaser shall respond promptly to propose any comments on such document (including oral comments) of the SEC or responseits staff with respect to the Offer Documents or the Offer.

Offer Documents. Acquiror shall prepare and As promptly as practicable on the date of commencement of the OfferOffer (within the meaning of Rule 14d-2 under the Exchange Act), Parent and Purchaser shall (i) file with the SEC a Tender Offer Statement tender offer statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto, thereto and including all exhibits thereto, the “Schedule TO”), which shall include, as exhibits, an offer ) that will contain or incorporate by reference the Offer to purchase Purchase and a form of the related letter of transmittal, a summary advertisement ; and other ancillary Offer documents pursuant to which (ii) cause the Offer will to Purchase and related documents to be made (such disseminated to holders of Shares as and to the extent required by applicable Legal Requirements. Parent and Purchaser agree that they shall cause the Schedule TO and the documents attached as exhibits theretoall exhibits, amendments or supplements thereto (which together with any supplements or amendments thereto, constitute the “Offer Documents”) filed by either Parent or Purchaser with the SEC (A) to comply in all material respects with the Exchange Act and promptly thereafter shall mail other applicable Legal Requirements; and (B) to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the Offer Documents statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no covenant is made by Parent or Purchaser with respect to the holders information supplied by or on behalf of the Company Ordinary Shares as required for inclusion or incorporation by applicable Legal Requirements. The Company shall co-operate with Acquiror reference in connection with the preparation and filing of the Offer Documents with the SECDocuments. Each of Parent, SIC, Court or any other Governmental Entity in relation to the Offer Purchaser and the Company shall agrees to respond promptly provide to Acquiror such information concerning any comments (including oral comments) of the Company as may be required SEC or reasonably requested by Acquiror for inclusion in its staff with respect to the Offer Documents or any amendments or supplements thereto. The Company hereby consents to the inclusion in the Offer Documents of the Recommendation of the Company Board of Directors. Each of Acquiror and the Company shall to promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Acquiror shall , and Parent further agrees to take all steps necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary Shares, in each case case, as and to the extent required by applicable Legal Requirementsfederal securities laws. Acquiror shall promptly notify The Company consents to the inclusion of the Company upon the receipt of any comments from the SEC, SIC, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements to Board Recommendation in the Offer Documents, . The Company shall promptly furnish or otherwise make available to Parent and shall provide Purchaser or Parent’s legal counsel all information concerning the Company with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, and the SEC, SIC, Court Company’s stockholders that may be required or reasonably requested in connection with any other Governmental Entity or (their staffsaction contemplated by this Section 1.1(e), on the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect to the Offer Documents, and Acquiror shall provide the The Company and its counsel a shall be given reasonable opportunity to review and comment on any written response to any such written comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs). Prior to the filing of the Offer Documents (or including any amendment or supplement thereto) or the dissemination thereof to the holders of Company Ordinary Shares, or responding response to any comments (including oral comments) of the SEC or its staff with respect thereto) prior to the filing thereof with the SEC, SIC, Court and Parent and Purchaser shall give reasonable and good faith consideration to any such comments made by the Company or any other Governmental Entity or (their staffs) with respect thereto, Acquiror shall its counsel. Parent and Purchaser agree to provide the Company a reasonable opportunity and its counsel with any comments (including oral comments) Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to review and to propose the Offer Documents promptly after receipt of those comments on such document or response(including oral comments).

Offer Documents. Acquiror As soon as reasonably practicable following execution of this Agreement, but in no event later than five business days from the date hereof, the Parent and Merger Sub shall prepare and on the date of commencement of the Offer, file with the SEC a Tender Offer Statement on Schedule TO 14D-1 with respect to the Offer (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”)Offer, which shall include, as exhibits, contain an offer to purchase and a related letter of transmittal, a summary advertisement transmittal and any other ancillary documents pursuant to which the Offer shall be made (such Schedule 14D-1 and the documents therein pursuant to which the Offer will be made (such Schedule TO and the documents attached as exhibits theretomade, together with any supplements or amendments thereto, the “"Offer Documents”) "). The Company and promptly thereafter its counsel shall mail be given an opportunity to review and comment upon the Offer Documents (and shall provide any comments thereon as soon as practicable) prior to the holders filing thereof with the SEC. The Offer Documents shall comply as to form in all material respects with the requirements of the Company Ordinary Shares as required by applicable Legal Requirements. The Company shall co-operate with Acquiror in connection Exchange Act, and on the date filed with the preparation SEC and filing of on the date first published, sent or given to the Company's shareholders, the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Parent or Merger Sub with the SEC, SIC, Court or any other Governmental Entity in relation respect to the Offer and information supplied by the Company shall promptly provide to Acquiror such information concerning the Company as may be required or reasonably requested by Acquiror for inclusion in the Offer Documents or any amendments or supplements thereto. The Company hereby consents to the inclusion in the Offer Documents of the Recommendation of the Company Board of DirectorsDocuments. Each of Acquiror the Parent, Merger Sub and the Company shall agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Acquiror shall , and each of the Parent, Merger Sub and the Company further agrees to take all steps necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the holders of shares of Company Ordinary SharesCommon Stock, in each case as and to the extent required by applicable Legal Requirementsfederal securities laws. Acquiror shall promptly notify the Company upon the receipt of any comments from the SEC, SIC, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements The Parent and Merger Sub agree to the Offer Documents, and shall provide the Company with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, and the SEC, SIC, Court or any other Governmental Entity or (their staffs), on the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect to the Offer Documents, and Acquiror shall provide the Company and its counsel a reasonable opportunity in writing with any comments the Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to review and comment on any written response to any such written comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs). Prior to the filing of the Offer Documents (promptly after receipt of such comments and with copies of any written responses and telephonic notification of any verbal responses by the Parent, Merger Sub or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Ordinary Shares, or responding to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect thereto, Acquiror shall provide the Company a reasonable opportunity to review and to propose comments on such document or responsecounsel.

Offer Documents. Acquiror shall prepare and As soon as practicable on the date of commencement of the Offer, Parent and Sub shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO 14D-1 (the "Schedule 14D-1") with respect to the Offer (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”), which shall include, as exhibits, an contain the offer to purchase and a related letter of transmittal, a summary advertisement transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (such Schedule TO and the documents attached as exhibits thereto, together collectively with any supplements or amendments thereto, the “"Offer Documents”") and promptly thereafter shall mail contain (or shall be amended in a timely manner to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law, and shall conform in all material respects with the requirements of the Exchange Act and any other applicable law; provided, however, that no agreement or representation hereby is made or shall be made by Parent or Sub with respect to information supplied by the Company expressly for inclusion in, or with respect to Company information derived from the Company's public SEC filings that is included or incorporated by reference in, the Offer Documents to the holders of the Company Ordinary Shares as required by applicable Legal RequirementsDocuments. The Company shall co-operate with Acquiror in connection with the preparation and filing of the Offer Documents with the SECParent, SIC, Court or any other Governmental Entity in relation to the Offer Sub and the Company shall each agree promptly provide to Acquiror such information concerning the Company as may be required or reasonably requested by Acquiror for inclusion in the Offer Documents or any amendments or supplements thereto. The Company hereby consents to the inclusion in the Offer Documents of the Recommendation of the Company Board of Directors. Each of Acquiror and the Company shall promptly correct any information provided by it them for use in the Offer Documents if and to the extent that such information it shall have become false or misleading in any material respect. Acquiror shall respect and Sub further agrees to take all steps lawful action necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed promptly with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary SharesCommon Stock, in each case as and to the extent required by applicable Legal Requirementslaw. Acquiror In conducting the Offer, Parent and Sub shall promptly notify comply in all material respects with the Company upon provisions of the receipt of any comments from the SEC, SIC, Court or Exchange Act and any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements to the Offer Documents, and shall provide the Company with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, and the SEC, SIC, Court or any other Governmental Entity or (their staffs), on the other handapplicable law. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect to the Offer Documents, and Acquiror shall provide the The Company and its counsel a reasonable shall be given the opportunity to review and comment on the Offer Documents and any written response to any such written comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs). Prior amendments thereto prior to the filing of the Offer Documents (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Ordinary Shares, or responding to any comments of with the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect thereto, Acquiror shall provide the Company a reasonable opportunity to review and to propose comments on such document or response.

Offer Documents. Acquiror shall prepare and (a) As soon as practicable on the date of commencement of the Offer, Parent and Purchaser will file or cause to be filed with the SEC a Tender Offer Statement tender offer statement on Schedule TO with respect to 14D-1 (the Offer (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”), "SCHEDULE 14D-1") which shall include, as exhibits, will contain an offer to purchase and a related letter of transmittal, a summary advertisement transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (such Schedule TO and the documents attached as exhibits thereto, together collectively with any supplements or amendments thereto, the “Offer Documents”"OFFER DOCUMENTS") and promptly thereafter shall mail which Parent and Purchaser represent, warrant and covenant will comply in all material respects with the Exchange Act and other applicable Laws and will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and other applicable Laws, provided, however, that (i) no representation, warranty or covenant hereby is made or will be made by Parent or Purchaser with respect to information supplied by the Company in writing expressly for inclusion in, or information extracted from the Company's public SEC filings which is incorporated by reference or included in, the Offer Documents to the holders of ("COMPANY SEC INFORMATION") and (ii) no representation, warranty or covenant is made or will be made herein by the Company Ordinary Shares as required by applicable Legal Requirements. The Company shall co-operate with Acquiror in connection with the preparation and filing of the Offer Documents with the SEC, SIC, Court or any other Governmental Entity in relation respect to the Offer and the Company shall promptly provide to Acquiror such information concerning the Company as may be required or reasonably requested by Acquiror for inclusion contained in the Offer Documents or any amendments or supplements thereto. The Company hereby consents to the inclusion in the Offer Documents of the Recommendation of other than the Company Board of Directors. Each of Acquiror SEC Information. (b) Parent, Purchaser and the Company shall will each promptly correct any information provided by it them for use in the Offer Documents if and to the extent that such information shall have become it becomes false or misleading in any material respect. Acquiror shall respect and Parent and Purchaser will jointly and severally take all steps lawful action necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed promptly with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary SharesShareholders, in each case as and to the extent required by applicable Legal RequirementsLaw. Acquiror shall promptly notify In conducting the Company upon Offer, Parent and Purchaser will comply in all material respects with the receipt of any comments from the SEC, SIC, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements to the Offer Documents, and shall provide the Company with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, and the SEC, SIC, Court or any other Governmental Entity or (their staffs), on the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments provisions of the SEC, SIC, Court or any Exchange Act and other Governmental Entity or (their staffs) with respect to the Offer Documents, applicable Laws. Parent and Acquiror shall provide Purchaser will afford the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents and any written response to any such written comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs). Prior amendments thereto prior to the filing of thereof with the SEC and will not mail the Offer Documents (or any amendment or supplement thereto) or the dissemination thereof to the holders Shareholders if the Company reasonably asserts that the Company SEC Information is inaccurate. (c) Parent and Purchaser will file with the Commissioner of Company Ordinary Shares, or responding to any comments Commerce of the SEC, SIC, Court or State of Minnesota any other Governmental Entity or (their staffs) with respect thereto, Acquiror shall provide registration statement relating to the Company a reasonable opportunity Offer required to review and be filed pursuant to propose comments on such document or responseChapter 80B of the Minnesota Statutes.

Offer Documents. Acquiror shall prepare and As soon as practicable on the date of commencement of the OfferOffer (within the meaning of Rule 14d-2 under the Exchange Act), Parent and Merger Sub shall (i) file or cause to be filed with the SEC U.S. Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments amendments, supplements and supplements thereto, and including all exhibits thereto, the “Schedule TO”), which shall include, as exhibits, an ) and the related offer to purchase and a related purchase, letter of transmittal, a transmittal and summary advertisement and other ancillary Offer documents and instruments pursuant to which the Offer will be made (such Schedule TO collectively, and the documents attached as exhibits thereto, together with including any supplements or amendments thereto, the “Offer Documents”) and promptly thereafter shall mail (ii) cause the Offer Documents to be disseminated to the holders Company’s stockholders as and to the extent required by the applicable U.S. federal securities Laws and the rules and regulations of the Company Ordinary Shares as required by applicable Legal RequirementsSEC thereunder (collectively, the “Securities Laws”). The Company shall co-operate with Acquiror in connection with the preparation and filing of the Offer Documents with the SEC, SIC, Court or any other Governmental Entity in relation agrees to the Offer and the Company shall furnish promptly provide to Acquiror such Parent all information concerning the Company as may required by the Securities Laws to be required or reasonably requested by Acquiror for inclusion set forth in the Offer Documents or any amendments or supplements theretoDocuments. The Subject to Section 7.03(b), the Company hereby consents to the inclusion in the Offer Documents of the Company Recommendation of the Company Board of Directors(as defined in Section 4.04(b)). Each of Acquiror and the Company shall Party agrees to correct or supplement promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Acquiror respect or such amendment or supplement shall become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and Parent and Merger Sub further agree to take all steps necessary to cause the Offer DocumentsSchedule TO, as so correctedamended or supplemented, to be filed with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so correctedamended or supplemented, to be disseminated to the holders of Company Ordinary SharesCompany’s stockholders, in each case case, as and to the extent required by applicable Legal Requirementsthe Securities Laws. Acquiror shall promptly notify Unless the Company upon Board has effected an Adverse Recommendation Change (as defined in Section 7.03(b)), Parent will provide the receipt of any comments from the SEC, SIC, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements Company a reasonable opportunity to review and comment on the Offer Documents, and shall provide any amendments or supplements thereto, before they are filed with the Company with copies of all correspondence between Acquiror SEC and its respective Representatives, on disseminated to the one handCompany’s stockholders, and Parent shall give due consideration to all the SECreasonable additions, SIC, Court deletions or any other Governmental Entity or (their staffs), on changes suggested thereto by the other handCompany. Acquiror Parent shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of received from the SEC, SIC, Court or any other Governmental Entity or (their staffs) SEC with respect to the Offer Documents, Documents and Acquiror shall provide copies of such comments to the Company and its counsel a reasonable opportunity promptly upon receipt and, unless the Company Board has effected an Adverse Recommendation Change, provide copies of proposed responses to review and comment on any written response to any such written comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs). Prior to the filing of the Offer Documents (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Ordinary Shares, or responding to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect thereto, Acquiror shall provide the Company a reasonable opportunity time prior to filing with the SEC and dissemination to the Company’s stockholders to allow for review and prompt comment by the Company, and Parent shall give due consideration to propose comments on such document all reasonable additions, deletions or responsechanges suggested thereto by the Company.

Offer Documents. Acquiror shall prepare and (a) As promptly as reasonably practicable on the date of commencement of the Offer, Parent and Purchaser shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto, and including all exhibits thereto, the “"Schedule TO”), which ") with respect to the Offer. The Schedule TO shall include, as exhibits, contain or shall incorporate by reference an offer to purchase (the "Offer to Purchase") and a forms of the related letter of transmittal, a transmittal and any related summary advertisement (the Schedule TO, the Offer to Purchase and such other ancillary Offer documents pursuant to which the Offer will be made (such Schedule TO and the documents attached as exhibits theretodocuments, together with any supplements or all supplements, instruments and amendments thereto, being referred to herein collectively as the “"Offer Documents”) and promptly thereafter shall mail the Offer Documents to the holders of the Company Ordinary Shares as required by applicable Legal Requirements"). The Company shall co-operate with Acquiror will promptly supply to Parent and Purchaser in connection with the preparation and filing of the Offer Documents with the SECwriting, SIC, Court or any other Governmental Entity in relation to the Offer and the Company shall promptly provide to Acquiror such information concerning the Company as may be required or reasonably requested by Acquiror for inclusion in the Offer Documents or any amendments or supplements thereto. The Documents, all information concerning the Company hereby consents required under the Exchange Act to the inclusion be included in the Offer Documents. (b) Each of Parent and Purchaser further agrees to take all steps necessary to cause the Offer Documents to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the Recommendation of the Company Board of Directorsextent required by applicable federal securities laws. Each of Acquiror Parent, Purchaser and the Company shall promptly correct any information provided by it them for use in the Offer Documents if and to the extent that such information shall be or have become false or misleading in any material respect. Acquiror , and Parent and Purchaser shall take all steps lawful action necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed promptly with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary Shares, in each case Shares as and to the extent required by applicable Legal Requirementslaw. Acquiror shall promptly notify the Company upon the receipt of any comments from the SEC, SIC, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements to the Offer Documents, and shall provide the Company with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, and the SEC, SIC, Court or any other Governmental Entity or (their staffs), on the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect to the Offer Documents, and Acquiror shall provide the The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents and any written response to any such written comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs). Prior amendments thereto prior to the filing of thereof with the SEC. Parent and Purchaser agree to provide the Company and its counsel any comments Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents (or any amendment or supplement thereto) or promptly after the dissemination thereof to the holders receipt of Company Ordinary Shares, or responding to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect thereto, Acquiror shall provide the Company a reasonable opportunity to review and to propose comments on such document or responsecomments.

Offer Documents. Acquiror shall prepare and on On the date of commencement of the Offer, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO (“Schedule TO”) with respect to the Offer (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”)Offer, which shall include, as exhibits, contain an offer to purchase and a related letter of transmittal, a summary advertisement transmittal and other ancillary Offer documents (such Schedule TO and the documents included therein pursuant to which the Offer will be made (such Schedule TO and the documents attached as exhibits theretomade, together with any supplements or amendments thereto, the “Offer Documents”) and promptly thereafter shall mail the Offer Documents to the holders of the Company Ordinary Shares as required by applicable Legal Requirements). The Company shall co-operate with Acquiror in connection with the preparation promptly furnish to Parent and filing of the Offer Documents with the SEC, SIC, Court or any other Governmental Entity in relation to the Offer and the Company shall promptly provide to Acquiror such Merger Sub all information concerning the Company as may required by the Exchange Act to be required or reasonably requested by Acquiror for inclusion set forth in the Offer Documents or any amendments or supplements thereto. The Company hereby consents to the inclusion in the Offer Documents of the Recommendation of the Company Board of DirectorsDocuments. Each of Acquiror Parent, Merger Sub and the Company shall promptly correct any information provided supplied by it for use inclusion or incorporation by reference in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Acquiror , and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents, Documents as so corrected, amended or supplemented to be filed with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary SharesStockholders, in each case as and to the extent required by applicable Legal RequirementsLaws. Acquiror Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, SIC, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) SEC for amendments or supplements supplements, to the Offer Documents, and shall provide the Company with copies of all correspondence between Acquiror them and its respective their Representatives, on the one hand, and the SEC, SIC, Court or any other Governmental Entity or (their staffs), on the other hand. Acquiror , and shall use its reasonable best efforts to respond as promptly as reasonably practicable give the Company the opportunity to participate in any comments substantive telephonic communications with the staff of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect to the Offer Documents, and Acquiror shall provide the Company and its counsel a reasonable opportunity to review and comment on any written response to any such written comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs)SEC related thereto. Prior to the filing of the Offer Documents (or including any amendment or supplement thereto) with the SEC or the dissemination thereof to the holders shareholders of Company Ordinary Sharesthe Company, or responding to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) SEC with respect theretoto the Offer Documents, Acquiror Parent and Merger Sub shall provide the Company a reasonable opportunity to review and to propose comments comment on such document Offer Documents or responseresponse (including the proposed final version thereof), and Parent and Merger Sub shall give reasonable consideration to any such comments.

Offer Documents. Acquiror shall prepare and on On the date of commencement of the Offer, Parent and Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”), which shall include, as exhibits, an offer to purchase and a related letter of transmittal, a summary advertisement and other ancillary Offer documents pursuant to which the Offer will be made (such Schedule TO and the documents attached as exhibits thereto, together with any supplements or amendments thereto, the “Offer Documents”) and promptly thereafter shall mail the Offer Documents to the holders of the Company Ordinary Shares Common Stock as required by applicable Legal RequirementsLaw. Parent and Sub shall timely file with the Commissioner of Commerce of the State of Minnesota any registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes. The Company shall co-operate with Acquiror in connection with the preparation promptly furnish to Parent and filing of the Offer Documents with the SEC, SIC, Court or any other Governmental Entity in relation to the Offer and the Company shall promptly provide to Acquiror such Sub all information concerning the Company as that may be required by applicable securities laws or reasonably requested by Acquiror Parent or Sub for inclusion in the Offer Documents or any amendments or supplements theretoDocuments. The Company hereby consents to the inclusion in the Offer Documents of the Board Actions and the Recommendation of the board of directors of the Company Board of Directors(the “Company Board”). Each of Acquiror Parent, Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respectrespect or as otherwise required by applicable federal securities Laws. Acquiror Parent and Sub shall take all steps necessary to cause the Offer Documents, as so corrected, to be filed with the SEC, SIC, Court or other applicable Governmental Entity SEC and the other Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary SharesCommon Stock, in each case as and to the extent required by applicable Legal Requirementsfederal securities Laws. Acquiror Parent and Sub shall promptly notify the Company upon the receipt of any comments from the SEC, SIC, Court SEC or any other Governmental Entity (or their staffs) the staff of the SEC or any request from the SEC, SIC, Court SEC or any other Governmental Entity or (their staffs) the staff of the SEC for amendments or supplements to the Offer Documents, and shall provide the Company with copies of all written correspondence between Acquiror Parent, Sub and its their respective Representatives, on the one hand, and the SEC or the staff of the SEC, SIC, Court or any other Governmental Entity or (their staffs), on the other hand. Acquiror Parent and Sub shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court SEC or any other Governmental Entity or (their staffs) the staff of the SEC with respect to the Offer Documents, and Acquiror Parent and Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on participate in the formulation of any written response to any such written comments of the SEC, SIC, Court SEC or any other Governmental Entity or (their staffs)its staff. Prior to the filing of the Offer Documents (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Ordinary SharesCommon Stock, or responding to any comments of the SEC, SIC, Court SEC or any other Governmental Entity or (their staffs) the staff of the SEC with respect thereto, Acquiror Parent and Sub shall provide the Company a reasonable opportunity to review and to propose comments on such document or response.

Offer Documents. Acquiror shall prepare and As promptly as practicable on the date Offer Commencement Date (within the meaning of commencement of Rule 14d-2 under the OfferExchange Act), Parent and Purchaser shall (i) file with the SEC a Tender Offer Statement tender offer statement on Schedule TO with respect to the Offer (together with all amendments amendments, supplements and supplements thereto, and including all exhibits thereto, the “Schedule TO”), which shall include, as exhibits, an offer ) that will contain or incorporate by reference the Offer to purchase Purchase and a form of the related letter of transmittal, a summary advertisement transmittal and other ancillary Offer documents pursuant to which (ii) cause the Offer will to Purchase and related documents to be made (such disseminated to holders of Company Shares, in each case as and to the extent required by applicable federal securities Laws. Parent and Purchaser agree that they shall cause the Schedule TO and the documents attached as all amendments, supplements and exhibits thereto, thereto (which together with any supplements or amendments thereto, constitute the “Offer Documents”) and promptly thereafter shall mail the Offer Documents to the holders of the Company Ordinary Shares as required filed by applicable Legal Requirements. The Company shall co-operate with Acquiror in connection either Parent or Purchaser with the preparation and filing of the Offer Documents SEC to comply in all material respects with the SECExchange Act and the rules and regulations thereunder and other applicable Laws. Each of Parent, SIC, Court or any other Governmental Entity in relation to the Offer Purchaser and the Company shall promptly provide agrees to Acquiror such information concerning the Company as may be required or reasonably requested by Acquiror for inclusion in the Offer Documents or any amendments or supplements thereto. The Company hereby consents to the inclusion in the Offer Documents of the Recommendation of the Company Board of Directors. Each of Acquiror and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Acquiror shall take , and Parent further agrees to use all steps necessary reasonable efforts to cause the Offer Documents, Documents as so corrected, corrected to be filed with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary Shares, in each case as and to the extent required by applicable Legal Requirementsfederal securities Laws. Acquiror The Company shall promptly notify furnish in writing to Parent and Purchaser or Parent’s legal counsel all information concerning the Company upon and the receipt of Company Stockholders that may be required under applicable Laws and/or in connection with any comments from action contemplated by this Section 2.1(e). The Company and its counsel shall be given reasonable opportunity to review and comment on the Offer Documents prior to the filing thereof with the SEC, SIC, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements . Parent and Purchaser agree to the Offer Documents, and shall provide the Company with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, and the SEC, SIC, Court or any other Governmental Entity or (their staffs), on the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to counsel with any comments of Parent, Purchaser or their counsel may receive from the SEC, SIC, Court SEC or any other Governmental Entity or (their staffs) its staff with respect to the Offer Documents, Documents promptly after receipt of such comments. Parent and Acquiror Purchaser shall provide the Company and its counsel a reasonable opportunity to review and comment on participate in the formulation of any written response to any such written comments of the SEC, SIC, Court SEC or its staff and a reasonable opportunity to participate in any other Governmental Entity discussions with the SEC or (their staffs)its staff concerning such comments. Prior to the filing Each of the Offer Documents (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Ordinary Shares, or responding Parent and Purchaser shall respond promptly to any comments of the SEC, SIC, Court SEC or any other Governmental Entity or (their staffs) its staff with respect thereto, Acquiror shall provide to the Company a reasonable opportunity to review and to propose comments on such document Offer Documents or responsethe Offer.

Offer Documents. Acquiror shall prepare and (a) As soon as practicable on the date of commencement of the Offer, Parent and Purchaser shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO 14D-1 (the "Schedule 14D-1") with respect to the Offer (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”), which shall include, as exhibits, an contain the offer to purchase and a related letter of transmittal, a summary advertisement transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (such Schedule TO collectively, and the documents attached as exhibits thereto, together with any supplements or amendments thereto, the “"Offer Documents”) and promptly thereafter shall mail the Offer Documents to the holders of the Company Ordinary Shares as required by applicable Legal Requirements"). The Company shall co-operate with Acquiror will promptly supply to Parent and Purchaser in connection with the preparation and filing of the Offer Documents with the SECwriting, SIC, Court or any other Governmental Entity in relation to the Offer and the Company shall promptly provide to Acquiror such information concerning the Company as may be required or reasonably requested by Acquiror for inclusion in the Offer Documents, all information concerning the Company required under the Exchange Act and the rules and regulations thereunder to be included in the Offer Documents. (b) The Offer Documents will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or any amendments or supplements thereto. The Company hereby consents given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Parent or Purchaser with respect to information supplied by the Company in writing for inclusion in the Offer Documents of the Recommendation of the Company Board of DirectorsDocuments. Each of Acquiror Parent and Purchaser further agrees to take all steps necessary to cause the Offer Documents to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. Each of Parent, Purchaser and the Company shall promptly correct any information provided by it them for use in the Offer Documents if and to the extent that such information shall be or have become false or misleading in any material respect. Acquiror , and Parent and Purchaser shall take all steps lawful action necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed promptly with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary Shares, in each case Shares as and to the extent required by applicable Legal Requirementslaw. Acquiror shall promptly notify the Company upon the receipt of any comments from the SEC, SIC, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements to the Offer Documents, and shall provide the Company with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, and the SEC, SIC, Court or any other Governmental Entity or (their staffs), on the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect to the Offer Documents, and Acquiror shall provide the The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents and any written response to any such written comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs). Prior amendments thereto prior to the filing of thereof with the SEC. Parent and Purchaser agree to provide the Company and its counsel any comments Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents (or any amendment or supplement thereto) or promptly after the dissemination thereof to the holders receipt of Company Ordinary Shares, or responding to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect thereto, Acquiror shall provide the Company a reasonable opportunity to review and to propose comments on such document or responsecomments.

Offer Documents. Acquiror shall prepare and As soon as practicable on the date of commencement of the Offer, Parent and Sub shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO 14D-1 (the "Schedule 14D-1") with respect to the Offer (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”), which shall include, as exhibits, an contain the offer to purchase and a related letter of transmittal, a summary advertisement transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (such Schedule TO and the documents attached as exhibits thereto, together collectively with any supplements or amendments thereto, the “"Offer Documents”") and promptly thereafter shall mail contain (or shall be amended in a timely manner to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law, and shall conform in all material respects with the requirements of the Exchange Act and any other applicable law; provided, however, that no agreement or -------- ------- representation hereby is made or shall be made by Parent or Sub with respect to information supplied by the Company in writing expressly for inclusion in, or with respect to Company information derived from the Company's public SEC filings which is incorporated by reference in, the Offer Documents to the holders of the Company Ordinary Shares as required by applicable Legal RequirementsDocuments. The Company shall co-operate with Acquiror in connection with the preparation and filing of the Offer Documents with the SECParent, SIC, Court or any other Governmental Entity in relation to the Offer Sub and the Company shall each agree promptly provide to Acquiror such information concerning the Company as may be required or reasonably requested by Acquiror for inclusion in the Offer Documents or any amendments or supplements thereto. The Company hereby consents to the inclusion in the Offer Documents of the Recommendation of the Company Board of Directors. Each of Acquiror and the Company shall promptly correct any information provided by it them for use in the Offer Documents if and to the extent that such information it shall have become false or misleading in any material respect. Acquiror shall respect and Parent and Sub further agrees to take - all steps lawful action necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed promptly with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary SharesCommon Stock, in each case as and to the extent required by applicable Legal Requirementslaw. Acquiror In conducting the Offer, Parent and Sub shall promptly notify comply in all material respects with the Company upon provisions of the receipt of any comments from the SEC, SIC, Court or Exchange Act and any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements to the Offer Documents, and shall provide the Company with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, and the SEC, SIC, Court or any other Governmental Entity or (their staffs), on the other handapplicable law. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect to the Offer Documents, and Acquiror shall provide the The Company and its counsel a reasonable shall be given the opportunity to review and comment on the Offer Documents and any written response to any such written comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs). Prior amendments thereto prior to the filing of the Offer Documents (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Ordinary Shares, or responding to any comments of with the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect thereto, Acquiror shall provide the Company a reasonable opportunity to review and to propose comments on such document or response.

Offer Documents. Acquiror shall prepare and As soon as practicable on the date of commencement of the Offer, Parent and Sub shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO 14D-1 (the "Schedule 14D-1") with respect to the Offer (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”), which shall include, as exhibits, an contain the offer to purchase and a purchase, related letter of transmittal, a summary advertisement transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (such Schedule TO and the documents attached as exhibits thereto, together collectively with any supplements or amendments thereto, the “"Offer Documents”"). The Offer Documents (a) shall contain (or shall be amended in a timely manner to contain) all information which is required to be included therein in accordance with the Exchange Act and promptly thereafter the rules and regulations thereunder and any other applicable law and (b) shall mail conform in all material respects with the requirements of the Exchange Act and any other applicable law. Notwithstanding the foregoing, no agreement or representation hereby is made or shall be made by Parent or Sub with respect to information supplied by the Company expressly for inclusion in, or with respect to Company information derived from the Company's public SEC filings that is included or incorporated by reference in, the Offer Documents to the holders of the Company Ordinary Shares as required by applicable Legal Requirements. The Company shall co-operate with Acquiror in connection with the preparation and filing of the Offer Documents with the SEC, SIC, Court or any other Governmental Entity in relation to the Offer and the Company shall promptly provide to Acquiror such information concerning the Company as may be required or reasonably requested by Acquiror for inclusion in the Offer Documents or any amendments or supplements thereto. The Company hereby consents to the inclusion in the Offer Documents of the Recommendation of the Company Board of DirectorsDocuments. Each of Acquiror Parent, Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information it shall have become false or misleading in any material respect. Acquiror , and Parent and Sub shall take all steps lawful action necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed promptly with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary SharesCommon Stock, in each case as and to the extent required by applicable Legal Requirementslaw. Acquiror In conducting the Offer, Parent and Sub shall promptly notify comply in all material respects with the Company upon the receipt of any comments from the SEC, SIC, Court or Exchange Act and any other Governmental Entity (or their staffs) or applicable law. The Company and its counsel shall be given reasonable opportunity to review and comment on the Offer Documents and any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements thereto prior to the Offer Documents, and shall provide the Company filing thereof with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, and the SEC, SIC, Court or any other Governmental Entity or (their staffs), on the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect to the Offer Documents, Parent and Acquiror Sub shall provide the Company and its counsel a any comments Parent, Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. To the extent practicable, the Company and its counsel shall also be given reasonable opportunity to review and comment on any written response to any such written comments of correspondence with the SEC, SIC, Court or any other Governmental Entity or (their staffs). Prior to the filing of SEC concerning the Offer Documents (or any amendment or supplement thereto) or prior to the dissemination delivery thereof to the holders of Company Ordinary Shares, or responding to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect thereto, Acquiror shall provide the Company a reasonable opportunity to review and to propose comments on such document or response.

Offer Documents. Acquiror shall prepare and on On the date of commencement of the Offer, Parent and Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”), which shall include, as exhibits, an offer to purchase and a related letter of transmittal, a summary advertisement and other ancillary Offer documents pursuant to which the Offer will be made (such Schedule TO and the documents attached as exhibits thereto, together with any supplements or amendments thereto, the “Offer Documents”) and promptly thereafter shall mail the Offer Documents to the holders of the Company Ordinary Shares Common Stock as required by applicable Legal RequirementsLaw. The Company shall co-operate with Acquiror in connection with the preparation promptly furnish to Parent and filing of the Offer Documents with the SEC, SIC, Court or any other Governmental Entity in relation to the Offer and the Company shall promptly provide to Acquiror such Sub all information concerning the Company as that may be required by applicable securities laws or reasonably requested by Acquiror Parent or Sub for inclusion in the Offer Documents or any amendments or supplements theretoDocuments. The Except as expressly contemplated by Section 6.02(d), the Company hereby consents to the inclusion in the Offer Documents of the Recommendation of the Company Board of DirectorsBoard. Each of Acquiror Parent, Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Acquiror Parent and Sub shall take all steps necessary to cause the Offer Documents, as so corrected, to be filed with the SEC, SIC, Court or other applicable Governmental Entity SEC and the other Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary SharesCommon Stock, in each case as and to the extent required by applicable Legal Requirementsfederal securities Laws. Acquiror Parent and Sub shall promptly notify the Company upon the receipt of any comments from the SEC, SIC, Court SEC or any other Governmental Entity (or their staffs) the staff of the SEC or any request from the SEC, SIC, Court SEC or any other Governmental Entity or (their staffs) the staff of the SEC for amendments or supplements to the Offer Documents, and shall provide the Company with copies of all correspondence between Acquiror Parent, Sub and its their respective Representatives, on the one hand, and the SEC or the staff of the SEC, SIC, Court or any other Governmental Entity or (their staffs), on the other hand. Acquiror Parent and Sub shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court SEC or any other Governmental Entity or (their staffs) the staff of the SEC with respect to the Offer Documents, and Acquiror Parent and Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on participate in the formulation of any written response to any such written comments of the SEC, SIC, Court SEC or any other Governmental Entity or (their staffs)its staff. Prior to the filing of the Offer Documents (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Ordinary SharesCommon Stock, or responding to any comments of the SEC, SIC, Court SEC or any other Governmental Entity or (their staffs) the staff of the SEC with respect thereto, Acquiror Parent and Sub shall provide the Company and its counsel a reasonable opportunity to review and to propose comments on such document or response.

Offer Documents. Acquiror shall prepare and on On the date of commencement of the Offer, Parent and Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”), which shall include, as exhibits, an offer to purchase and a related letter of transmittal, a summary advertisement and other ancillary Offer documents pursuant to which the Offer will be made (such Schedule TO and the documents attached as exhibits thereto, together with any supplements or amendments thereto, the “Offer Documents”) and promptly thereafter shall mail the Offer Documents to the holders of the Company Ordinary Shares Common Stock as required by applicable Legal RequirementsLaw. Parent and Sub shall timely cause a notice that satisfies the requirements of Section 3-106.1(e)(1) of the MGCL (such notice, the “Maryland Short Form Notice”) to be given to the holders of the Company Common Stock with the Offer Documents, unless, prior to the date the Offer is first commenced, the Maryland Short Form Notice has been given to the holders of the Company Common Stock who, except for the application of Section 3-106.1 of the MGCL, would be entitled to vote on the Merger on the date such notice is given or on a record date fixed for that purpose that is not more than ten (10) days before the date that notice is given. The Company shall co-operate with Acquiror in connection with the preparation promptly furnish to Parent and filing of the Offer Documents with the SEC, SIC, Court or any other Governmental Entity in relation to the Offer and the Company shall promptly provide to Acquiror such Sub all information concerning the Company as that may be required by applicable securities laws or reasonably requested by Acquiror Parent or Sub for inclusion in the Offer Documents or any amendments or supplements theretoDocuments. The Company hereby consents to the inclusion in the Offer Documents of the Board Actions and the Recommendation of the board of directors of the Company Board of Directors(the “Company Board”). Each of Acquiror Parent, Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respectrespect or as otherwise required by applicable federal securities Laws. Acquiror Parent and Sub shall take all steps necessary to cause the Offer Documents, as so corrected, to be filed with the SEC, SIC, Court or other applicable Governmental Entity SEC and the other Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary SharesCommon Stock, in each case as and to the extent required by applicable Legal Requirementsfederal securities Laws. Acquiror Parent and Sub shall promptly notify the Company upon the receipt of any comments from the SEC, SIC, Court SEC or any other Governmental Entity (or their staffs) the staff of the SEC or any request from the SEC, SIC, Court SEC or any other Governmental Entity or (their staffs) the staff of the SEC for amendments or supplements to the Offer Documents, and shall provide the Company with copies of all written correspondence between Acquiror Parent, Sub and its their respective Representatives, on the one hand, and the SEC or the staff of the SEC, SIC, Court or any other Governmental Entity or (their staffs), on the other hand. Acquiror Parent and Sub shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court SEC or any other Governmental Entity or (their staffs) the staff of the SEC with respect to the Offer Documents, and Acquiror Parent and Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on participate in the formulation of any written response to any such written comments of the SEC, SIC, Court SEC or any other Governmental Entity or (their staffs)its staff. Prior to the filing of the Offer Documents (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Ordinary SharesCommon Stock, or responding to any comments of the SEC, SIC, Court SEC or any other Governmental Entity or (their staffs) the staff of the SEC with respect thereto, Acquiror Parent and Sub shall provide the Company a reasonable opportunity to review and to propose comments on such document or response.

Offer Documents. Acquiror shall prepare and on On the date of commencement of the Offer, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”), which shall include, as exhibits, an offer to purchase and a related letter of transmittal, a summary advertisement advertisement, a notice in compliance with Section 1110(h) of the California Code and the Company Bylaws and other ancillary Offer documents pursuant to which the Offer will be made (such Schedule TO and the documents attached as exhibits thereto, together with any supplements or amendments thereto, the “Offer Documents”) and promptly thereafter shall mail cause the Offer Documents to be disseminated to the holders of the Company Ordinary Shares Common Stock as required by applicable Legal Requirementsfederal securities Laws. The Company shall co-operate with Acquiror in connection with the preparation promptly furnish to Parent and filing of the Offer Documents with the SEC, SIC, Court or any other Governmental Entity in relation to the Offer and the Company shall promptly provide to Acquiror such Merger Sub all information concerning the Company as that may be required by applicable securities laws or reasonably requested by Acquiror Parent or Merger Sub for inclusion in the Offer Documents or any amendments or supplements theretoDocuments. The Company hereby consents to the inclusion in the Offer Documents of the Recommendation Company Recommendation; provided, however, that the Board of Directors of the Company Board of Directorsmay make a Company Adverse Recommendation Change pursuant to, and in accordance with, Section 5.02. Each of Acquiror Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Acquiror Parent and Merger Sub shall take all steps necessary to cause the Offer Documents, as so corrected, to be filed with the SEC, SIC, Court or other applicable Governmental Entity SEC and the other Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary SharesCommon Stock, in each case as and to the extent required by applicable Legal Requirementsfederal securities Laws. Acquiror Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, SIC, Court SEC or any other Governmental Entity (or their staffs) the staff of the SEC or any request from the SEC, SIC, Court SEC or any other Governmental Entity or (their staffs) the staff of the SEC for amendments or supplements to the Offer Documents, and shall provide the Company with copies of all correspondence between Acquiror Parent, Merger Sub and its their respective Representatives, on the one hand, and the SEC or the staff of the SEC, SIC, Court or any other Governmental Entity or (their staffs), on the other hand. Acquiror Parent and Merger Sub shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court SEC or any other Governmental Entity or (their staffs) the staff of the SEC with respect to the Offer Documents, and Acquiror Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on participate in the formulation of any written response to any such written comments of the SEC, SIC, Court SEC or any other Governmental Entity or (their staffs)its staff. Prior to the filing of the Offer Documents (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Ordinary SharesCommon Stock, or responding to any comments of the SEC, SIC, Court SEC or any other Governmental Entity or (their staffs) the staff of the SEC with respect thereto, Acquiror Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and to propose comments on such document or response.

Offer Documents. Acquiror shall prepare and on On the date of commencement of the Offer, Parent and Purchaser shall: (a) file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all exhibits, amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”)) with respect to the Offer, which shall include, as exhibits, contain or shall incorporate by reference an offer to purchase and a forms of the related letter of transmittal, a transmittal and form of summary advertisement (the Schedule TO, the offer to purchase and such other ancillary Offer documents pursuant to which the Offer will be made (such Schedule TO and the documents attached as exhibits theretodocuments, together with any all exhibits, amendments and supplements or amendments thereto, the “Offer Documents”), and (b) and promptly thereafter shall mail cause the Offer Documents to be disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities law. Parent and Purchaser shall cause the Offer Documents (i) to comply as to form in all material respects with the requirements of applicable federal securities laws and (ii) on the date first filed with the SEC and on the date first published, sent or given to the holders of shares of Company Common Stock, not to contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no covenant is made by Parent or Purchaser with respect to information supplied by or on behalf of the Company Ordinary Shares as required by applicable Legal Requirements. The Company shall co-operate with Acquiror in connection with the preparation and filing of the Offer Documents with the SEC, SIC, Court or any other Governmental Entity in relation to the Offer and the Company shall promptly provide to Acquiror such information concerning the Company as may be required or reasonably requested by Acquiror writing specifically for inclusion in the Offer Documents or any amendments or supplements theretoDocuments. The Company hereby consents to the shall promptly supply Parent and Purchaser in writing, for inclusion in the Offer Documents of the Recommendation of Documents, all information concerning the Company Board of Directorsrequired under the Exchange Act or reasonably requested by Parent and Purchaser to be included in the Offer Documents. Each of Acquiror Parent, Purchaser and the Company shall agrees promptly to correct any information provided by it them for use in the Offer Documents if and to the extent it shall have obtained knowledge that such information shall have become false or misleading in any material respect. Acquiror shall , and each of Parent and Purchaser further agrees to take all steps necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary Shares, in each case as and to the extent required by applicable Legal Requirementsfederal securities law. Acquiror shall promptly notify the Company upon the receipt of any comments from the SEC, SIC, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements to the Offer Documents, and shall provide the Company with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, and the SEC, SIC, Court or any other Governmental Entity or (their staffs), on the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect to the Offer Documents, and Acquiror shall provide the The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents and any written response to any such written comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs). Prior amendments thereto prior to the filing of thereof with the SEC and Parent shall consider reasonably and in good faith all additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent agrees to provide the Company and its counsel any comments, whether written or oral, that Parent may receive from the SEC or its staff with respect to the Offer Documents (promptly after the receipt of such comments, and any written or any amendment or supplement oral responses thereto) or the dissemination thereof to the holders of . The Company Ordinary Shares, or responding to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect thereto, Acquiror and its counsel shall provide the Company be given a reasonable opportunity to review and comment upon such responses and Parent shall consider reasonably and in good faith all additions, deletions or changes suggested thereto by the Company and its counsel. Parent and Purchaser shall use reasonable best efforts to propose respond to any such comments on such document or response(including by amendment of the Offer Documents as necessary) promptly after they are received.

Offer Documents. Acquiror shall prepare and As soon as practicable on the date of commencement of the Offer, Parent shall prepare and file with the SEC a registration statement on Form S-4 to register the offer and sale of Parent Common Stock pursuant to the Offer (the "Registration Statement"). The Registration Statement will include a preliminary prospectus containing the information required under Rule 14d-4(b) promulgated under the Exchange Act (the "Preliminary Prospectus"). As soon as practicable on the date of commencement of the Offer, Parent and Merger Sub shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO promulgated under Section 14(d)(1) of the Exchange Act (the "Schedule TO") with respect to the Offer (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”), which shall include, as exhibits, an contain the offer to purchase and a related letter of transmittal, a summary advertisement transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (such Schedule TO and the documents attached as exhibits thereto, together collectively with any supplements or amendments thereto, the “"Offer Documents”"), which Offer Documents shall contain (or shall be amended in a timely manner to contain) all information which is required to be included therein in accordance with the Exchange Act and promptly thereafter the rules and regulations thereunder and any other applicable law, and shall conform in all material respects with the requirements of the Exchange Act and any other applicable law, including that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading; provided, however, that no agreement or representation hereby is made or shall be made by Parent or Merger Sub with respect to information supplied by the Company expressly for inclusion in, or with respect to Company information derived from the Company's public filings with the SEC that is included or incorporated by reference in, the Offer Documents, (ii) deliver a copy of the Schedule TO to the Company at its principal executive office, (iii) give telephonic notice and mail to the National Association of Securities Dealers, Inc. (the "NASD") a copy of the Schedule TO in accordance with Rule 14d-3 promulgated under the Exchange Act, and (iv) mail or otherwise cause the Offer Documents to be disseminated to the holders of the Company Ordinary Shares as required by applicable Legal RequirementsCommon Stock. The Company shall co-operate with Acquiror in connection with the preparation provide Parent and filing of the Offer Documents with the SEC, SIC, Court or any other Governmental Entity in relation to the Offer and the Company shall promptly provide to Acquiror such Merger Sub all information concerning the Company as may be required or reasonably requested by Acquiror Parent or Merger Sub for inclusion in the Offer Documents or any amendments or supplements theretoDocuments. The Company hereby consents to the inclusion in the Offer Documents of the Recommendation of the Company Board of Directors. Each of Acquiror Parent, Merger Sub and the Company shall each agree promptly to correct any information provided by it them for use in the Offer Documents if and to the extent that such information it shall have become false or misleading in any material respect. Acquiror shall respect and Merger Sub further agrees to take all steps lawful action necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed promptly with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary SharesCommon Stock, in each case as and to the extent required by applicable Legal Requirementslaw. Acquiror shall promptly notify In conducting the Offer, Parent, Merger Sub and the Company upon shall comply in all material respects with the receipt provisions of the Exchange Act and any comments from other applicable law. The Company and its counsel shall be given the opportunity to review and comment on the Offer Documents and any amendments thereto prior to the filing thereof with the SEC, SIC, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements . Parent and Merger Sub agree to the Offer Documents, and shall provide the Company with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, and the SEC, SIC, Court or any other Governmental Entity or (their staffs), on the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect to the Offer Documents, and Acquiror shall provide the Company and its counsel a reasonable opportunity any comments Parent, Merger Sub or their counsel may receive from the SEC with respect to review and comment on any written response to any such written comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs). Prior to the filing of the Offer Documents (or any amendment or supplement thereto) or promptly after the dissemination thereof to the holders receipt of Company Ordinary Shares, or responding to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect thereto, Acquiror shall provide the Company a reasonable opportunity to review and to propose comments on such document or responsecomments.

Offer Documents. Acquiror On the Offer Commencement Date, Parent and Purchaser shall prepare and on the date of commencement of the Offer, (x) file with the SEC a Tender Offer Statement tender offer statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto, thereto and including all exhibits thereto, the “Schedule TO”), which shall include, as exhibits, an offer ) that will contain or incorporate by reference the Offer to purchase Purchase and a form of the related letter of transmittal, a summary advertisement advertisement, notice of guaranteed delivery and other ancillary Offer offer documents pursuant to which the Offer will be made (such Schedule TO and the documents attached as exhibits theretodocuments, together with any supplements or amendments thereto, the “Offer Documents”) and promptly thereafter shall mail (y) cause the Offer Documents to the be disseminated to holders of the Company Ordinary Shares as and to the extent required by applicable federal securities laws and the rules of the SEC thereunder. Parent and Purchaser agree that they shall cause the Offer Documents filed by either Parent or Purchaser with the SEC to comply in all material respects with the Exchange Act and other applicable Legal Requirements. The Company shall co-operate with Acquiror in connection with the preparation and filing Each of the Offer Documents with the SECParent, SIC, Court or any other Governmental Entity in relation to the Offer Purchaser and the Company shall promptly provide agrees to Acquiror such information concerning the Company as may be required or reasonably requested by Acquiror for inclusion in the Offer Documents or any amendments or supplements thereto. The Company hereby consents to the inclusion in the Offer Documents of the Recommendation of the Company Board of Directors. Each of Acquiror and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Acquiror shall , and Parent further agrees to take all steps necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary Shares, in each case as and to the extent required by applicable Legal Requirementsfederal securities laws and the rules of the SEC thereunder. Acquiror The Company shall promptly notify furnish in writing or otherwise make available to Parent and Purchaser or Parent’s legal counsel all information concerning the Company upon and the receipt of Company’s stockholders that may be required in connection with any action contemplated by this Section 1.1(e) or reasonably requested for inclusion in the Offer Documents. Parent and Purchaser shall: (i) provide the Company and its counsel reasonable opportunity to review and comment on the Offer Documents and any amendments and supplements thereto prior to the filing thereof with the SEC; (ii) give reasonable and good faith consideration to any comments made by the Company and its counsel; (iii) provide in writing to the Company and its counsel any written comments Parent, Purchaser or their counsel may receive from the SEC, SIC, Court SEC or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements its staff with respect to the Offer Documents, Documents promptly after receipt of such comments (and shall provide give the Company prompt telephonic notice of any material discussions with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, and the SEC, SIC, Court or any other Governmental Entity or SEC staff); (their staffs), on the other hand. Acquiror shall use reasonable best efforts to iv) respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court SEC or any other Governmental Entity or (their staffs) its staff with respect to the Offer Documents, Documents or the Offer; and Acquiror shall (v) provide the Company and its counsel a reasonable opportunity to review and comment on participate in the formulation of any written response to any such written comments of the SECSEC or its staff and a reasonable opportunity to participate in any discussions with the SEC or its staff concerning such comments. Notwithstanding the foregoing, SIC, Court Parent and Purchaser shall not be required to provide the Company the opportunity to review or comment on (or include comments proposed by the Company in) or permit the Company to participate in any other Governmental Entity or (their staffs). Prior to the filing of discussions regarding the Offer Documents (Documents, or any amendment or supplement thereto) , or any comments thereon, to the extent relating to any action that may be taken by Parent or Purchaser in connection with any Acquisition Proposal, Change in Circumstance or Company Adverse Change Recommendation, or the dissemination thereof reasons for any such actions by Parent or Purchaser. Each document required to be filed by the Parent or Purchaser with the SEC in connection with the Offer (the “Parent Disclosure Documents”) (including the Schedule TO), and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The Parent Disclosure Documents, at the time of the filing of such Parent Disclosure Documents or any supplement or amendment thereto with the SEC and at the time such Parent Disclosure Documents or any supplements or amendments thereto are first distributed or disseminated to the holders Company’s stockholders, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. None of the information with respect to Parent or Purchaser that Parent or Purchaser furnishes to the Company Ordinary Sharesin writing specifically for use in the Schedule 14D-9 will, or responding to any comments of at the time such document is filed with the SEC, SICat any time such document is amended or supplemented or at the time such document is first published, Court sent or given to the Company’s stockholders, contain any other Governmental Entity untrue statement of a material fact or (their staffs) omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, neither the Parent nor the Purchaser makes any representation with respect thereto, Acquiror shall provide to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company a reasonable opportunity to review and to propose comments on such document for inclusion or responseincorporation by reference in the Parent Disclosure Documents.

Offer Documents. Acquiror shall prepare and As promptly as reasonably practicable on the date of commencement of the Offer, Parent and Merger Sub shall (a) file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments amendments, supplements and supplements thereto, and including all exhibits thereto, the “Schedule TO”)) with respect to the Offer, which shall include, as exhibits, contain or shall incorporate by reference an offer to purchase (the “Offer to Purchase”) and a forms of the related letter of transmittal, a transmittal and form of summary advertisement and other ancillary Offer documents pursuant to which (the Offer will be made (such Schedule TO and the documents attached as exhibits theretoOffer to Purchase, together with any all amendments, supplements or amendments and exhibits thereto, the “Offer Documents”) and promptly thereafter shall mail (b) cause the Offer Documents to be disseminated to the holders of Company’s shareholders, in each case as and to the Company Ordinary Shares as extent required by applicable Legal Requirementsthe Exchange Act. The Company shall co-operate with Acquiror in connection with the preparation and filing of the Offer Documents with the SEC, SIC, Court or any other Governmental Entity in relation to the Offer and the Company shall promptly provide to Acquiror such information concerning the Company as may be required or reasonably requested by Acquiror Parent and Merger Sub in writing, for inclusion in the Offer Documents or any amendments or supplements thereto. The Documents, all information concerning the Company hereby consents that is required under the Exchange Act to the inclusion be included in the Offer Documents of the Recommendation of the Company Board of DirectorsDocuments. Each of Acquiror Parent, Merger Sub and the Company shall agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become becomes false or misleading in any material respect. Acquiror shall , and each of Parent and Merger Sub further agrees to take all steps necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary SharesCompany’s shareholders, in each case as and to the extent required by applicable Legal Requirementsthe Exchange Act. Acquiror shall promptly notify the Company upon the receipt of any comments from the SEC, SIC, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements to the Offer Documents, and shall provide the Company with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, and the SEC, SIC, Court or any other Governmental Entity or (their staffs), on the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect to the Offer Documents, and Acquiror shall provide the The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents and any written response amendments and supplements thereto prior to any such written comments of the filing thereof with the SEC, SICand Parent shall give reasonable and good faith consideration to all additions, Court or any deletions, changes and other Governmental Entity or (their staffs)comments suggested by the Company and its counsel. Prior In addition, Parent and Merger Sub shall provide to the filing of Company and its counsel any comments, whether written or oral, that Parent or Merger Sub may receive from the SEC or its staff with respect to the Offer Documents (promptly after the receipt of such comments, and any written or any amendment or supplement oral responses thereto) or the dissemination thereof to the holders of . The Company Ordinary Shares, or responding to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect thereto, Acquiror and its counsel shall provide the Company be given a reasonable opportunity to review and comment upon such responses and Parent shall give reasonable consideration to propose all additions, deletions, changes or other comments on such document or responsesuggested by the Company and its counsel.

Offer Documents. Acquiror shall prepare and (a) As soon as practicable on the date of commencement of the Offer, Parent and Sub will file or cause to be filed with the SEC a Tender Offer Statement tender offer statement on Schedule TO with respect to 14D-1 (the Offer (together with all amendments and supplements thereto, and including all exhibits thereto, the “"Schedule TO”), 14D-1") which shall include, as exhibits, will contain an offer to purchase and a related letter of transmittal, a summary advertisement transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (such Schedule TO and the documents attached as exhibits thereto, together collectively with any supplements or amendments thereto, the “"Offer Documents”") and promptly thereafter shall mail which Parent and Sub represent, warrant and covenant will comply in all material respects with the Exchange Act and other applicable Laws and will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and other applicable Laws; provided, however, that (i) no agreement or representation hereby is made or will be made by Parent or Sub with respect to information supplied by the Company in writing expressly for inclusion in, or information derived from the Company's public SEC filings which is incorporated by reference in, the Offer Documents to the holders of and (ii) no representation, warranty or covenant is made or will be made herein by the Company Ordinary Shares as required by applicable Legal Requirements. The Company shall co-operate with Acquiror in connection with the preparation and filing of the Offer Documents with the SEC, SIC, Court or any other Governmental Entity in relation respect to the Offer and the Company shall promptly provide to Acquiror such information concerning the Company as may be required or reasonably requested by Acquiror for inclusion contained in the Offer Documents or any amendments or supplements thereto. The other than information supplied by the Company hereby consents to the in writing expressly for inclusion in or information derived from the Company Filed SEC Documents which is incorporated by reference in, the Offer Documents of the Recommendation of the Company Board of Directors. Each of Acquiror Documents. (b) Parent, Sub and the Company shall will each promptly correct any information provided by it them for use in the Offer Documents if and to the extent that such information shall have become it becomes false or misleading in any material respect. Acquiror shall respect and Parent and Sub will jointly and severally take all steps lawful action necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed promptly with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary Shares, in each case as and to the extent required by applicable Legal RequirementsLaw. Acquiror shall promptly notify In conducting the Company upon Offer, Parent and Sub will comply in all material respects with the receipt of any comments from the SEC, SIC, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements to the Offer Documents, and shall provide the Company with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, and the SEC, SIC, Court or any other Governmental Entity or (their staffs), on the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments provisions of the SEC, SIC, Court or any Exchange Act and other Governmental Entity or (their staffs) with respect applicable Laws. Parent and Sub will endeavor to the Offer Documents, and Acquiror shall provide afford the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents and any written response to any such written comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs). Prior amendments thereto prior to the filing of the Offer Documents (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Ordinary Shares, or responding to any comments of with the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect thereto, Acquiror shall provide the Company a reasonable opportunity to review and to propose comments on such document or response.

Offer Documents. Acquiror shall prepare and on On the date of the commencement of the Offer, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments amendments, supplements and supplements thereto, and including all exhibits thereto, the “Schedule TO”), which shall include, as exhibits, contain an offer to purchase and a related letter of transmittal, a transmittal and summary advertisement and other appropriate ancillary Offer offer documents pursuant to which the Offer will be made (such Schedule TO and the documents attached as documents, together with all amendments, supplements and exhibits thereto, together with any supplements or amendments theretocollectively, the “Offer Documents”) ), and promptly thereafter shall mail cause the Offer Documents to be disseminated to the holders stockholders of the Company Ordinary Shares as and to the extent required by applicable Legal RequirementsApplicable Law. The Company shall co-operate with Acquiror in connection with the preparation promptly furnish to Parent and filing of the Offer Documents with the SEC, SIC, Court or any other Governmental Entity in relation to the Offer and the Company shall promptly provide to Acquiror such Merger Sub all information concerning the Company as may required by Applicable Law to be required or reasonably requested by Acquiror for inclusion set forth in the Offer Documents or any amendments or supplements theretoDocuments. The Company hereby consents to the inclusion in Parent and Merger Sub shall cause the Offer Documents of to comply in all material respects with the Recommendation of the Company Board of DirectorsExchange Act and all other Applicable Law. Each of Acquiror Parent, Merger Sub and the Company shall promptly correct any information provided supplied by it for use inclusion or incorporation by reference in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Acquiror , and each of Parent and Merger Sub shall promptly take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents, Documents as so corrected, amended or supplemented to be filed with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the holders stockholders of Company Ordinary Sharesthe Company, in each case as soon as reasonably practicable and as and to the extent required by applicable Legal RequirementsApplicable Law. Acquiror Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from from, or material discussions with, the SECSEC with respect to the Offer Documents, SIC, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) SEC for amendments or supplements to the Offer Documents, and shall promptly provide the Company with copies of all correspondence between Acquiror them and its respective their Representatives, on the one hand, and the SEC, SIC, Court or any other Governmental Entity or (their staffs), on the other hand. Acquiror shall use reasonable best efforts Prior to respond as promptly as reasonably practicable the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the stockholders of the Company, or responding to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) SEC with respect to the Offer Documents, Parent and Acquiror Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on any written response such Offer Documents or response, and Parent and Merger Sub shall give reasonable and good faith consideration to any such written comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs)comments. Prior The Company hereby consents to the filing of inclusion in the Offer Documents (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Ordinary Shares, or responding to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect thereto, Acquiror shall provide the Company a reasonable opportunity to review and to propose comments on such document or responseBoard Recommendation.

Offer Documents. Acquiror shall prepare and As soon as practicable on the date of commencement of the OfferOffer Commencement Date, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements theretoamendments, supplements, and including all exhibits thereto, the “Schedule TO”), which . The Schedule TO shall include, as exhibits, an offer the Offer to purchase Purchase and a related form of letter of transmittal, a summary advertisement and other ancillary Offer documents pursuant to which the Offer will be made transmittal (such Schedule TO and the documents attached as exhibits thereto, together with any amendments and supplements or amendments thereto, the “Offer Documents”) ). The Company shall promptly furnish to Parent and promptly thereafter shall mail Merger Sub all information concerning the Company required by the Exchange Act to be set forth in the Offer Documents. Parent and Merger Sub agree to take all steps necessary to cause the Offer Documents to be filed with the holders SEC and disseminated to the stockholders of the Company Ordinary Shares Company, in each case as and to the extent required by applicable Legal Requirementsthe Exchange Act. The Company shall co-operate with Acquiror in connection with Parent and Merger Sub, on the preparation and filing of the Offer Documents with the SECone hand, SIC, Court or any other Governmental Entity in relation to the Offer and the Company shall promptly provide Company, on the other hand, agree to Acquiror such information concerning the Company as may be required or reasonably requested by Acquiror for inclusion in the Offer Documents or any amendments or supplements thereto. The Company hereby consents to the inclusion in the Offer Documents of the Recommendation of the Company Board of Directors. Each of Acquiror and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respectrespect or as otherwise required by applicable Law. Acquiror shall Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents, as so correctedcorrected (if applicable), to be filed with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the holders stockholders of Company Ordinary Sharesthe Company, in each case as and to the extent required by applicable Legal Requirementsthe Exchange Act. Acquiror Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, SIC, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) SEC for amendments or supplements supplements, to the Offer Documents, and shall promptly provide the Company with copies of all correspondence between Acquiror them and its respective Representativestheir representatives, on the one hand, and the SEC, SIC, Court or any other Governmental Entity or (their staffs), on the other hand. Acquiror shall use reasonable best efforts Prior to respond as promptly as reasonably practicable the filing of the Offer Documents (including any amendments or supplements thereto) with the SEC or dissemination thereof to the stockholders of the Company, or responding to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) SEC with respect to the Offer Documents, Parent and Acquiror Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on any written response such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any such written comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs). Prior to the filing of the Offer Documents (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Ordinary Shares, or responding to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect thereto, Acquiror shall provide the Company a reasonable opportunity to review and to propose comments on such document or responsecomments.

Offer Documents. Acquiror shall prepare and As soon as practicable on the date of commencement Commencement of the Offer, Merger Sub shall file or cause to be filed with the SEC (i) a Tender Offer Statement on Schedule TO 14d-1 (together with all amendments and supplements thereto the Schedule 14d-1") with respect to the Offer Offer, (ii) a Rule 13e-3 Transaction Statement on Schedule 13e-3 (together with all amendments and supplements thereto, the "Schedule 13e-3") with respect to the Offer and including all exhibits theretothe Merger (collectively, the “"Transactions"). The Schedule TO”), which 14d-1 and Schedule 13e-3 shall include, as exhibits, an contain or incorporate by reference the offer to purchase and a related letter of transmittal, a summary advertisement transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (such Schedule TO and the documents attached as exhibits thereto, together collectively with any supplements or amendments thereto, the “"Offer Documents”") and promptly thereafter shall mail contain (or shall be amended in a timely manner to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law; provided, however, that no agreement or representation is hereby made or shall be made by Merger Sub with respect to information supplied by the Company expressly for inclusion in, or with respect to Company information derived from the Company's public SEC filings that is included or incorporated by reference in, the Offer Documents to the holders of the Company Ordinary Shares as required by applicable Legal RequirementsDocuments. The Company shall co-operate with Acquiror in connection with the preparation and filing of the Offer Documents with the SEC, SIC, Court or any other Governmental Entity in relation to the Offer Merger Sub and the Company shall promptly provide each agree to Acquiror such information concerning the Company as may be required or reasonably requested by Acquiror for inclusion in the Offer Documents or any amendments or supplements thereto. The Company hereby consents to the inclusion in the Offer Documents of the Recommendation of the Company Board of Directors. Each of Acquiror and the Company shall promptly correct any information provided by it them for use in the Offer Documents if and to the extent that such information it shall have become false or misleading in any material respect. Acquiror shall respect and Merger Sub further agrees to take all steps lawful action necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed promptly with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary SharesCommon Stock, in each case as and to the extent required by applicable Legal Requirementslaw. Acquiror shall promptly notify All Offer Documents must be reasonably acceptable to the Company and must provide that the tendered shares will, subject to Merger Sub's right to extend the Offer as set forth in Section 2.1(b) hereof, be purchased upon expiration of the receipt of any comments from Offer, provided that the SEC, SIC, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements Conditions to the Offer Documents, and shall provide have been satisfied or waived by Merger Sub (the Company with copies time of all correspondence between Acquiror and its respective Representatives, on such purchase being referred to herein as the one hand, and the SEC, SIC, Court or any other Governmental Entity or (their staffs), on the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments "Consummation of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect to the Offer Documents, and Acquiror shall provide the Company and its counsel a reasonable opportunity to review and comment on any written response to any such written comments of the SEC, SIC, Court or any other Governmental Entity or (their staffsOffer"). Prior to the filing of the Offer Documents (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Ordinary Shares, or responding to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect thereto, Acquiror shall provide the Company a reasonable opportunity to review and to propose comments on such document or response.

Offer Documents. Acquiror shall prepare and on (a) On the date of commencement of the Offer, --------------- Parent and Purchaser shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO 14D-1 (the "Schedule 14D-1") with respect to the Offer (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”), which shall include, as exhibits, an contain the offer to purchase and a related letter of transmittal, a summary advertisement transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (such Schedule TO collectively, and the documents attached as exhibits thereto, together with any supplements or amendments thereto, the “"Offer Documents”) "). Company will promptly supply to Parent and promptly thereafter shall mail the Offer Documents to the holders of the Company Ordinary Shares as required by applicable Legal Requirements. The Company shall co-operate with Acquiror Purchaser in connection with the preparation and filing of the Offer Documents with the SECwriting, SIC, Court or any other Governmental Entity in relation to the Offer and the Company shall promptly provide to Acquiror such information concerning the Company as may be required or reasonably requested by Acquiror for inclusion in the Offer Documents, all information concerning Company required under the Exchange Act and the rules and regulations thereunder to be included in the Offer Documents. (b) The Offer Documents will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to Company's shareholders, shall not contain any amendments untrue statement of a material fact or supplements thereto. The omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Parent or the Purchaser with respect to information supplied by Company hereby consents to the in writing for inclusion in the Offer Documents of the Recommendation of the Company Board of DirectorsDocuments. Each of Acquiror Parent and the Purchaser further agrees to take all steps necessary to cause the Offer Documents to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. Each of Parent, Purchaser and Company shall promptly correct any information provided by it them for use in the Offer Documents if and to the extent that such information shall be or have become false or misleading in any material respect. Acquiror , and Parent and Purchaser shall take all steps lawful action necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed promptly with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary Shares, in each case Shares as and to the extent required by applicable Legal Requirementslaw. Acquiror shall promptly notify the Company upon the receipt of any comments from the SEC, SIC, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements to the Offer Documents, and shall provide the Company with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, and the SEC, SIC, Court or any other Governmental Entity or (their staffs), on the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect to the Offer Documents, and Acquiror shall provide the Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents and any written response to any such written comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs). Prior amendments thereto prior to the filing of thereof with the SEC. Parent and Purchaser agree to provide the Company and its counsel any comments Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to accept for payment and pay for any amendment or supplement thereto) or Shares that the dissemination thereof Purchaser becomes obligated to accept for payment and pay for pursuant to the holders of Company Ordinary Shares, or responding to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect thereto, Acquiror shall provide the Company a reasonable opportunity to review and to propose comments on such document or responseOffer.

Offer Documents. Acquiror shall prepare and As promptly as practicable on the date of commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer, Parent and Purchaser shall (i) file with the SEC a Tender Offer Statement tender offer statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto, thereto and including all the exhibits thereto, the “Schedule TO”)) that will contain as an exhibit or incorporate by reference the Offer to Purchase, which shall include, as exhibits, an offer to purchase and a the form of the related letter of transmittal, a summary advertisement transmittal and other customary ancillary Offer documents pursuant in each case related to which the Offer will and (ii) cause the Offer to Purchase and related documents to be made (such disseminated to the holders of Shares. Each of Parent and Purchaser agrees to cause the Schedule TO and all exhibits (including the documents attached as exhibits theretoOffer to Purchase), together with any amendments or supplements or amendments theretothereto (collectively, the “Offer Documents”) filed by either Parent or Purchaser with the SEC to comply in all material respects with the Exchange Act and promptly thereafter shall mail other applicable Laws, and to not contain any untrue statement of a material fact or omission of a material fact necessary in order to make the Offer Documents to the holders statements made therein, in light of the Company Ordinary Shares as required by applicable Legal Requirementscircumstances under which they are made, not misleading. The Company shall co-operate with Acquiror in connection with the preparation promptly furnish or otherwise make available to Parent and filing of the Offer Documents with the SEC, SIC, Court Purchaser or any other Governmental Entity in relation to the Offer and the Company shall promptly provide to Acquiror such Parent’s legal counsel all information concerning the Company as and the Company’s stockholders that may be required or reasonably requested in connection with any action contemplated by Acquiror for inclusion in the Offer Documents or any amendments or supplements thereto. The Company hereby consents this Section 2.1(e) so as to the inclusion in the Offer Documents enable each of the Recommendation of the Company Board of DirectorsParent and Purchaser to comply with its obligations hereunder. Each of Acquiror Parent, Purchaser and the Company shall agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Acquiror shall , and Parent further agrees to take all steps necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary Shares, in each case as and to the extent required by applicable Legal Requirementsfederal securities Laws. Acquiror The Company and its counsel shall promptly notify be given reasonable opportunity to review and comment on the Offer Documents prior to the filing thereof with the SEC. Parent and Purchaser agree to provide the Company upon the receipt and its counsel with prompt notice of any comments (whether written or oral) that Parent, Purchaser or their counsel may receive from the SEC, SIC, Court SEC or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements to the Offer Documents, and shall provide the Company with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, and the SEC, SIC, Court or any other Governmental Entity or (their staffs), on the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) staff with respect to the Offer Documents, Documents (which notice shall include a copy of any written comments) and Acquiror Parent and Purchaser shall provide the Company and its counsel a reasonable opportunity to review and comment on participate in the formulation of any written response to any such written comments of the SECSEC or its staff, SICincluding the opportunity to participate in any discussions with the SEC or its staff concerning such comments. Each of Parent, Court or any other Governmental Entity or (their staffs). Prior to Purchaser and the filing of the Offer Documents (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Ordinary Shares, or responding shall respond promptly to any comments of the SEC, SIC, Court SEC or any other Governmental Entity or (their staffs) its staff with respect thereto, Acquiror shall provide to the Company a reasonable opportunity to review and to propose comments on such document Offer Documents or responsethe Offer.

Offer Documents. Acquiror shall prepare and (a) As promptly as practicable on the date of commencement of the Offer, Parent and Merger Sub shall (i) file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”)Offer, which shall include, as exhibits, include an offer to purchase and a related letter of transmittal, a transmittal and summary advertisement (such Schedule TO and other ancillary Offer the documents included therein pursuant to which the Offer will be made (such Schedule TO and the documents attached as exhibits theretomade, together with any supplements or amendments thereto, the “Offer Documents”) and promptly thereafter shall mail (ii) cause the Offer Documents to the be disseminated to holders of outstanding shares of Common Stock as and to the Company Ordinary Shares as extent required by applicable Legal Requirements. federal securities Laws. (b) The Company shall co-operate with Acquiror in connection with the preparation furnish Parent and filing of the Offer Documents with the SEC, SIC, Court or any other Governmental Entity in relation to the Offer and the Company shall promptly provide to Acquiror such Merger Sub all information concerning the Company as may required by the Exchange Act to be required or reasonably requested by Acquiror for inclusion set forth in the Offer Documents or any amendments or supplements thereto. The Company hereby consents as otherwise reasonably requested by Parent so as to the inclusion in the Offer Documents of the Recommendation of the Company Board of Directorsenable Parent and Merger Sub to comply with their obligations under Section 1.2(a). Each of Acquiror Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Acquiror , and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents, Documents as so corrected, amended or supplemented to be filed with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary SharesCommon Stock, in each case as and to the extent required by applicable Legal Requirementsfederal securities Laws. Acquiror Prior to the disclosure of an Adverse Recommendation Change in accordance with Section 5.4, Parent and Merger Sub shall promptly notify be entitled to include the Company upon the receipt of any comments from the SEC, SIC, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements to Board Recommendation in the Offer Documents. Notwithstanding any confidentiality obligation owed to the Company (including under the Confidentiality Agreement), Parent and Merger Sub may include in the Offer Documents any material nonpublic information concerning the Company to the extent required to comply with the requirements of the Exchange Act, including Rule 10b-5 promulgated thereunder. (c) The Company and its outside legal counsel shall be given reasonable opportunity to review and comment upon the Offer Documents and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company, and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Parent and Merger Sub shall (i) provide the Company with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, and the SEC, SIC, Court or any other Governmental Entity or (their staffs), on the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to outside legal counsel in writing any comments of Parent, Merger Sub or their outside legal counsel may receive from the SEC, SIC, Court SEC or any other Governmental Entity or (their staffs) its staff with respect to the Offer DocumentsDocuments promptly after the receipt of such comments (and shall give the Company prompt telephonic notice of any material discussions with the SEC staff), and Acquiror shall (ii) provide the Company and its outside legal counsel a reasonable opportunity to review and comment on any written response upon the responses to any such comments and a copy of any proposed written comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs). Prior responses thereto prior to the filing of the Offer Documents thereof, and (or any amendment or supplement theretoiii) or the dissemination thereof to the holders of Company Ordinary Shares, or responding give reasonable and good faith consideration to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect thereto, Acquiror shall provide made by the Company a reasonable opportunity to review and to propose comments its counsel on any such document or responseresponses.

Offer Documents. Acquiror shall prepare and on On the date of commencement of the OfferOffer (determined pursuant to Exchange Act Rule 14d-2), but no later than fifteen (15) Business Days after the date of this Agreement unless the Company is not then prepared to file with the SEC the Schedule 14D-9 in accordance with Section 2.02(b), Parent and Merger Sub shall (i) file with the SEC, in accordance with Exchange Act Rule 14d-3, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”)Offer, which Tender Offer Statement shall include, as exhibits, contain an offer to purchase and a related letter of transmittal, a summary advertisement advertisement, notice of guaranteed delivery and other ancillary Offer offer documents pursuant to which the Offer will be made (such Schedule TO and the documents attached as exhibits theretodocuments, together with any supplements or amendments thereto, the “Offer Documents”) and promptly thereafter shall mail (ii) cause the Offer Documents to the be disseminated to holders of Shares, in each case as and to the Company Ordinary Shares as extent required by applicable Legal RequirementsApplicable Law. The Company shall co-operate promptly furnish Parent and Merger Sub with Acquiror in connection with the preparation and filing of the Offer Documents with the SEC, SIC, Court or any other Governmental Entity in relation to the Offer and the Company shall promptly provide to Acquiror such all information concerning the Company and its stockholders required by the Exchange Act or other Applicable Law to be set forth in the Offer Documents and all other information concerning the Company and its stockholders as may be required or reasonably requested by Acquiror Parent and Merger Sub for inclusion in the Offer Documents and, unless previously withdrawn in accordance with Section 6.02(d) or any amendments or supplements thereto. The Company hereby consents Section 6.02(e), shall allow Parent and Merger Sub to include the inclusion Board Recommendation in the Offer Documents. Parent and Merger Sub shall cause the Offer Documents to comply in all material respects with the requirements of Applicable Law and, on the date first filed with the SEC and on the date first published, sent or given to the holders of Shares, not to 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 Recommendation of circumstances under which they were made, not misleading, except that no covenant is made by Parent or Merger Sub with respect to information supplied by the Company Board of Directorsfor inclusion or incorporation by reference in the Offer Documents. Each of Acquiror Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information is or shall have become false or misleading in any material respect. Acquiror , and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents, Documents as so corrected, amended or supplemented to be filed with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary Shares, in each case as and to the extent required by applicable Legal RequirementsApplicable Law. Acquiror The Company and its counsel shall promptly notify be given a reasonable opportunity to review and comment upon the Offer Documents and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company upon the receipt of and Parent and Merger Sub shall give reasonable and good faith consideration to any comments from made by the SEC, SIC, Court or any other Governmental Entity Company and its counsel. Parent and Merger Sub shall (or their staffsi) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements to the Offer Documents, and shall provide the Company with copies of all correspondence between Acquiror and its respective Representativescounsel any written comments that Parent, on Merger Sub or their counsel may receive from the one hand, and the SEC, SIC, Court SEC or any other Governmental Entity or (their staffs), on the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) its staff with respect to the Offer DocumentsDocuments promptly after the receipt of such comments (and shall give the Company and its counsel prompt telephonic notice of any material discussions with or oral comments received from the SEC staff), and Acquiror shall (ii) provide the Company and its counsel a reasonable opportunity to review and comment on any written response upon the responses to any such comments and a copy of any proposed written comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs). Prior responses thereto prior to the filing of thereof, and (iii) give reasonable and good faith consideration to any comments made by the Offer Documents (or Company and its counsel on any amendment or supplement thereto) or the dissemination thereof to the holders of Company Ordinary Shares, or responding such responses. Parent and Merger Sub shall respond promptly to any comments of the SEC, SIC, Court SEC or any other Governmental Entity or (their staffs) its staff with respect thereto, Acquiror shall provide to the Company a reasonable opportunity to review and to propose comments on such document or responseOffer Documents.

Offer Documents. Acquiror (a) The Offeror shall prepare provide the Company with a draft copy of the Offer Circular as well as any other documents in connection with the Offer to be mailed to Shareholders and Optionholders on or after the date hereof (including any notices of commencement of the Offerchange or variation), file with the SEC a Tender Offer Statement on Schedule TO with respect prior to the Offer mailing thereof (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”), which shall include, as exhibits, an offer to purchase and a related letter of transmittal, a summary advertisement and other ancillary Offer documents pursuant to which the Offer will be made (such Schedule TO and the documents attached as exhibits thereto, together with any supplements or amendments theretocollectively, the “Offer Documents”) ), on a confidential basis, and promptly thereafter shall mail provide the Company with a reasonable opportunity to review and provide comments thereon. The Offeror shall file the Offer Documents on a timely basis with the Regulatory Authorities. The Offer Documents, when filed with the Regulatory Authorities and mailed to the holders Shareholders, shall contain all information which is required to be included therein in accordance with any applicable law, including, without limitation, all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with the requirements of applicable law, including all Applicable Corporate Laws and all Applicable Securities Laws. In making the Company Ordinary Shares as required by Offer, the Offeror has complied prior to the date hereof, and shall continue to comply, in each case in all material respects, with the provisions of applicable Legal Requirementslaw, including all Applicable Securities Laws. The Company shall co-operate with Acquiror in connection with the preparation and filing of the Offer Documents with the SEC, SIC, Court or any other Governmental Entity in relation Offeror agrees promptly to the Offer and the Company shall promptly provide to Acquiror such information concerning the Company as may be required or reasonably requested by Acquiror for inclusion in the Offer Documents or any amendments or supplements thereto. The Company hereby consents to the inclusion in the Offer Documents of the Recommendation of the Company Board of Directors. Each of Acquiror and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information is shall have become false or and misleading and to supplement the information contained therein to include any information that shall become necessary, in any material respect. Acquiror order to make the statement therein, in light of the circumstances under which they were made, not misleading, and the Offeror shall take all steps necessary to cause the Offer Documents, as so correctedcorrected or supplemented, to be filed with the SEC, SIC, Court or other all applicable Governmental Entity Regulatory Authorities and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary SharesShareholders, in each case as and to the extent required by applicable Legal Requirementsany Applicable Corporate Law or Applicable Securities Law. The Acquiror and the Offeror shall promptly notify provide the Company upon copies of any written comments and telephone notification of any oral comments that Acquiror, the Offeror or their counsel receives from any applicable Regulatory Authority with respect to the Offer Documents promptly after receipt of such comments. The Offeror shall use its commercially reasonable efforts to respond to such comments promptly, shall provide the Company with a reasonable opportunity to participate in all communications with any comments from the SECapplicable Regulatory Authority, SICincluding meetings and telephone conferences, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements relating to the Offer Documents, and shall provide the Company with copies of all correspondence between Acquiror any written responses and telephone notification of any verbal responses by the Offeror or its respective Representativescounsel. (b) The Company shall promptly provide the Offeror with a list of the Shareholders and will provide updated lists of such Shareholders from time to time on request. The Company will provide such assistance as the Offeror or its agents may reasonably request, on including communicating the one hand, Offer and any amendments and supplements thereto to the SEC, SIC, Court or any other Governmental Entity or Shareholders (their staffsincluding participating with the Offeror in joint investor presentations), on the other hand. Acquiror shall use reasonable best efforts meetings with lenders to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect to the Offer Documents, and Acquiror shall provide the Company and its counsel a reasonable opportunity Subsidiaries and meetings with parties to review contracts with the Company and comment on any written response its Subsidiaries, and promptly providing (i) to any such written comments the extent known by the Company, lists of the SECbeneficial Shareholders, SIC, Court (ii) lists of the holders of the Company’s outstanding options or any other Governmental Entity securities convertible or exercisable to acquire Common Shares (their staffs). Prior in the case of options, together with details as to expiry dates, exercise prices and number of Common Shares subject to option and the filing name of the Offer Documents Optionholders), and (or any amendment or supplement theretoiii) or the dissemination thereof to the holders of Company Ordinary Shares, or responding to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect thereto, Acquiror shall provide the Company a reasonable opportunity to review and to propose comments on such document or responsemailing labels for Shareholders.

Offer Documents. Acquiror shall prepare and As promptly as reasonably practicable on the date of commencement of the Offer, Parent and Merger Sub shall (a) file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments amendments, supplements and supplements thereto, and including all exhibits thereto, the “Schedule TO”)) with respect to the Offer, which shall include, as exhibits, contain or shall incorporate by reference an offer to purchase (the “Offer to Purchase”) and a forms of the related letter of transmittal, a transmittal and form of summary advertisement and other ancillary Offer documents pursuant to which (the Offer will be made (such Schedule TO and the documents attached as exhibits theretoOffer to Purchase, together with any all amendments, supplements or amendments and exhibits thereto, the “Offer Documents”) and promptly thereafter shall mail (b) cause the Offer Documents to be disseminated to the holders of Company’s stockholders, in each case as and to the Company Ordinary Shares as extent required by applicable Legal Requirementsthe Exchange Act. The Company shall co-operate with Acquiror in connection with the preparation and filing of the Offer Documents with the SEC, SIC, Court or any other Governmental Entity in relation to the Offer and the Company shall promptly provide to Acquiror such information concerning the Company as may be required or reasonably requested by Acquiror Parent and Merger Sub in writing, for inclusion in the Offer Documents or any amendments or supplements thereto. The Documents, all information concerning the Company hereby consents that is required under the Exchange Act to the inclusion be included in the Offer Documents of the Recommendation of the Company Board of DirectorsDocuments. Each of Acquiror Parent, Merger Sub and the Company shall agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become becomes false or misleading in any material respect. Acquiror shall , and each of Parent and Merger Sub further agrees to take all steps necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary SharesCompany’s stockholders, in each case as and to the extent required by applicable Legal Requirementsthe Exchange Act. Acquiror shall promptly notify the Company upon the receipt of any comments from the SEC, SIC, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements to the Offer Documents, and shall provide the Company with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, and the SEC, SIC, Court or any other Governmental Entity or (their staffs), on the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect to the Offer Documents, and Acquiror shall provide the The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents and any written response amendments and supplements thereto prior to any such written comments of the filing thereof with the SEC, SICand Parent shall give reasonable consideration to all additions, Court or any deletions, changes and other Governmental Entity or (their staffs)comments suggested by the Company and its counsel. Prior In addition, Parent and Merger Sub shall provide to the filing of Company and its counsel any comments, whether written or oral, that Parent or Merger Sub may receive from the SEC or its staff with respect to the Offer Documents (promptly after the receipt of such comments, and any written or any amendment or supplement oral responses thereto) or the dissemination thereof to the holders of . The Company Ordinary Shares, or responding to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect thereto, Acquiror and its counsel shall provide the Company be given a reasonable opportunity to review and comment upon such responses and Parent shall give reasonable consideration to propose all additions, deletions, changes or other comments on such document or responsesuggested by the Company and its counsel.

Offer Documents. Acquiror shall prepare and As promptly as practicable on the date of commencement of the OfferOffer Commencement Date, Parent and Acquisition Sub shall (i) file with the SEC a Tender Offer Statement tender offer statement on Schedule TO with respect to the Offer (together with all amendments and supplements theretothat will contain or incorporate by reference the Offer to Purchase, and including all exhibits thereto, form of the “Schedule TO”), which shall include, as exhibits, an offer to purchase and a related letter of transmittal, a and summary advertisement and other ancillary Offer documents pursuant to which the Offer will be made advertisement, if any (such Schedule TO and the documents attached as exhibits thereto, together with any exhibits, amendments or supplements or amendments thereto, the “Offer Documents”) and promptly thereafter shall mail (ii) cause the Offer Documents to be disseminated to holders of Shares as and to the holders extent required by applicable Law. Parent and Acquisition Sub agree that they shall cause the Offer Documents filed by either Parent or Acquisition Sub with the SEC (x) to comply in all material respects with the Exchange Act and other applicable Law and (y) to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no covenant is made by Parent or Acquisition Sub with respect to information supplied by or on behalf of the Company Ordinary Shares as required for inclusion or incorporation by applicable Legal Requirements. The Company shall co-operate with Acquiror reference in connection with the preparation and filing of the Offer Documents with the SECDocuments. Each of Parent, SIC, Court or any other Governmental Entity in relation to the Offer Acquisition Sub and the Company shall agrees to respond promptly provide to Acquiror such information concerning the Company as may be required or reasonably requested by Acquiror for inclusion in the Offer Documents or any amendments or supplements thereto. The Company hereby consents to the inclusion in the Offer Documents comments of the Recommendation of the Company Board of Directors. Each of Acquiror SEC or its staff and the Company shall to promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Acquiror shall , and Parent and Acquisition Sub further agree to take all steps necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary Shares, in each case as and to the extent required by applicable Legal RequirementsLaw. Acquiror shall promptly notify The Company consents to the inclusion, unless previously withdrawn pursuant to an Adverse Recommendation Change made in accordance with Section 6.5(d), of the Company upon the receipt of any comments from the SEC, SIC, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements to Recommendation in the Offer Documents, . The Company shall promptly furnish or otherwise make available to Parent and shall provide Acquisition Sub or Parent’s legal counsel all information concerning the Company with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, and the SEC, SIC, Court Company’s stockholders that may be required or reasonably requested in connection with any other Governmental Entity or (their staffsaction contemplated by this Section 1.1(e), on the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect to the Offer Documents, and Acquiror shall provide the The Company and its counsel a shall be given reasonable opportunity to review and comment on any written response to any such written comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs). Prior to the filing of the Offer Documents (or including any amendment or supplement thereto) or the dissemination thereof to the holders of Company Ordinary Shares, or responding response to any comments (including oral comments) of the SEC or its staff with respect thereto) prior to the filing thereof with the SEC, SIC, Court and Parent and Acquisition Sub shall give reasonable and good faith consideration to any such comments made by the Company or any other Governmental Entity or (their staffs) with respect thereto, Acquiror shall its counsel. Parent and Acquisition Sub agree to provide the Company a reasonable opportunity and its counsel with any comments (including oral comments) Parent, Acquisition Sub or their counsel may receive from the SEC or its staff with respect to review and to propose the Offer Documents promptly after receipt of those comments on such document or response(including oral comments).

Offer Documents. Acquiror shall prepare and on On the commencement date of commencement of the Offer, file Parent and Purchaser shall (i) file, or cause to be filed, with the SEC SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments amendments, supplements and supplements thereto, and including all exhibits thereto, the “Schedule TO”)) that will contain or incorporate by reference the Offer to Purchase, which shall include, as exhibits, an offer to purchase and a the form of the related letter of transmittal, a the summary advertisement and other ancillary Offer documents and instruments pursuant to which the Offer will be made (such Schedule TO collectively, and the documents attached as exhibits thereto, together with any all exhibits, amendments and supplements or amendments thereto, the “Offer Documents”); and (ii) cause the Schedule TO and promptly thereafter shall mail the related Offer Documents to the be disseminated to holders of the Company Ordinary Shares as required by in accordance with applicable Legal Requirementsfederal securities Laws. The Company shall co-operate with Acquiror promptly furnish to Parent and Purchaser all information concerning the Company’s stockholders that may be required by applicable Law or reasonably requested in connection with the preparation any action contemplated by this Section 1.1(f). The Company and filing of its counsel shall be given reasonable opportunity to review and comment on the Offer Documents prior to the filing thereof with the SEC, SICand Parent and Purchaser shall give reasonable and good faith consideration to any comments made by the Company or its counsel. Each of Parent, Court or any other Governmental Entity in relation to the Offer Purchaser and the Company shall agrees to correct promptly provide to Acquiror such information concerning the Company as may be required or reasonably requested by Acquiror for inclusion in the Offer Documents or any amendments or supplements thereto. The Company hereby consents to the inclusion in the Offer Documents of the Recommendation of the Company Board of Directors. Each of Acquiror and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respectrespect or as otherwise required by applicable Law. Acquiror shall Parent and Purchaser further agree to take all steps necessary to cause the Offer Documents, as so corrected, to be filed with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary Shares, in each case as and to the extent required by applicable Legal Requirementsfederal securities Laws. Acquiror shall promptly notify the Company upon the Upon receipt of any written or oral comments by Parent, Purchaser or their counsel from the SEC, SIC, Court SEC or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements to the Offer Documents, and shall provide the Company with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, and the SEC, SIC, Court or any other Governmental Entity or (their staffs), on the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) staff with respect to the Offer Documents, Parent and Acquiror shall Purchaser agree to (i) promptly provide the Company and its counsel with a copy of any such written comments (or a description of any such oral comments); (ii) provide the Company and its counsel a reasonable opportunity to review and comment on any written proposed response thereto, and give reasonable and good faith consideration to any such written comments of made by the SEC, SIC, Court Company or any other Governmental Entity or its counsel; (their staffs). Prior to the filing of the Offer Documents (or any amendment or supplement theretoiii) or the dissemination thereof to the holders of Company Ordinary Shares, or responding to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect thereto, Acquiror shall provide the Company a reasonable and its counsel an opportunity to review participate with Parent, Purchaser or their counsel in any material discussions or meetings with the SEC or its staff; and to propose (iv) provide the Company and its counsel with copies of any written comments on such document or responseresponses submitted by Parent or Purchaser in response thereto.

Offer Documents. Acquiror shall prepare and As promptly as practicable on the date of commencement of the OfferOffer (within the meaning of Rule 14d-2 under the Exchange Act), Parent and Purchaser shall (i) file with the SEC a Tender Offer Statement tender offer statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto, thereto and including all exhibits thereto, the “Schedule TO”), which shall include, as exhibits, an offer ) that will contain or incorporate by reference the Offer to purchase Purchase and a form of the related letter of transmittal, a summary advertisement transmittal and other ancillary Offer documents pursuant to which (ii) cause the Offer will to Purchase and related documents to be made (such disseminated to holders of Shares. Parent and Purchaser agree that they shall cause the Schedule TO and the documents attached as exhibits theretoall exhibits, amendments or supplements thereto (which together with any supplements or amendments thereto, constitute the “Offer Documents”) filed by either Parent or Purchaser with the SEC to comply in all material respects with the Exchange Act and promptly thereafter shall mail the Offer Documents to the holders of the Company Ordinary Shares as required by rules and regulations thereunder and other applicable Legal Requirements. The Company shall co-operate with Acquiror in connection with the preparation and filing Each of the Offer Documents with the SECParent, SIC, Court or any other Governmental Entity in relation to the Offer Purchaser and the Company shall promptly provide agrees to Acquiror such information concerning the Company as may be required or reasonably requested by Acquiror for inclusion in the Offer Documents or any amendments or supplements thereto. The Company hereby consents to the inclusion in the Offer Documents of the Recommendation of the Company Board of Directors. Each of Acquiror and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Acquiror shall , and Parent further agrees to take all steps necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary Shares, in each case as and to the extent required by applicable Legal Requirementsfederal securities laws. Acquiror The Company shall promptly notify furnish or otherwise make available to Parent and Purchaser or Parent’s legal counsel all information concerning the Company upon the receipt of any comments from the SEC, SIC, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements to the Offer Documents, and shall provide the Company with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, and the SEC, SIC, Court or Company’s stockholders that may be required in connection with any other Governmental Entity or (their staffsaction contemplated by this Section 1.1(e), on the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect to the Offer Documents, and Acquiror shall provide the The Company and its counsel a shall be given reasonable opportunity to review and comment on any written response to any such written comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs). Prior Offer Documents prior to the filing of thereof with the SEC. Parent and Purchaser agree to provide the Company and its counsel with any comments Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents (or any amendment or supplement thereto) or the dissemination thereof to the holders promptly after receipt of Company Ordinary Shares, or responding such comments. Each of Parent and Purchaser shall respond promptly to any comments of the SEC, SIC, Court SEC or any other Governmental Entity or (their staffs) its staff with respect thereto, Acquiror shall provide to the Company a reasonable opportunity to review and to propose comments on such document Offer Documents or responsethe Offer.

Offer Documents. Acquiror shall prepare and As promptly as practicable on the date of commencement of the Offer, Parent and Purchaser shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments amendments, supplements and supplements thereto, and including all exhibits thereto, the “Schedule TO”), which ) with respect to the Offer. The Schedule TO shall include, as exhibits, contain or incorporate by reference an offer to purchase and a forms of the related letter of transmittal, a summary advertisement advertisement, notices to brokers, dealers and clients, and all other ancillary Offer documents pursuant to which the Offer will be made (such Schedule TO and the documents attached as exhibits theretocollectively, together with any all amendments, supplements or amendments and exhibits thereto, the “Offer Documents”) ). The Company shall promptly furnish to Parent in writing all information concerning the Company that may be required by applicable federal securities Laws for inclusion in the Offer Documents. Parent and promptly thereafter Purchaser shall mail cause the Offer Documents (i) to be disseminated to the holders of the Company Ordinary Shares as and to the extent required by applicable Legal Requirements. The Company shall co-operate with Acquiror federal securities Laws and (ii) to comply as to form in connection all material respects with the preparation requirements of Exchange Act, the applicable rules and filing regulations of Nasdaq and all other applicable Laws. Parent and Purchaser, on the Offer Documents with the SECone hand, SIC, Court or any other Governmental Entity in relation to the Offer and the Company shall promptly provide to Acquiror such information concerning Company, on the Company as may be required or reasonably requested by Acquiror for inclusion in the Offer Documents or any amendments or supplements thereto. The Company hereby consents to the inclusion in the Offer Documents of the Recommendation of the Company Board of Directors. Each of Acquiror and the Company other hand, shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information it shall be or shall have become false or misleading in any material respect. Acquiror , and Parent and Purchaser shall take all steps necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary the Shares, in each case case, as and to the extent required by applicable Legal Requirementsfederal securities Laws. Acquiror The Company and its counsel shall promptly notify be given a reasonable opportunity to review and comment upon the Offer Documents before they are filed with the SEC and disseminated to holders of Shares, and Parent and Purchaser shall give reasonable and good faith consideration to all additions, deletions or changes suggested thereto by the Company upon and its counsel. In addition, Parent and Purchaser agree to provide the Company and its counsel with any comments, whether written or oral, that Parent or Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments, to consult with the Company and its counsel prior to responding to any such comments from the SEC, SIC, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements and to the Offer Documents, and shall provide the Company with copies of all correspondence between Acquiror such written responses. The Company has been informed that all directors and its executive officers of the Company intend to tender all of their respective RepresentativesShares, on if any, in the one hand, Offer and the SEC, SIC, Court or any other Governmental Entity or (their staffs), on Offer Documents may so state. The Company hereby consents to the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments inclusion of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect to the Offer Documents, and Acquiror shall provide the Company and its counsel a reasonable opportunity to review and comment on any written response to any such written comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs). Prior to the filing of Recommendation in the Offer Documents (or any amendment or supplement thereto) or the dissemination thereof subject to the holders of Company Ordinary Shares, or responding to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect thereto, Acquiror shall provide the Company a reasonable opportunity to review and to propose comments on such document or responseSection 5.2(e)).

Offer Documents. Acquiror shall prepare and on On the date of commencement of the OfferOffer (determined pursuant to Exchange Act Rule 14d-2), Parent and Merger Sub shall (i) file with the SEC SEC, in accordance with Exchange Act Rule 14d-3, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”)Offer, which Tender Offer Statement shall include, as exhibits, contain an offer to purchase and a forms of the related letter of transmittal, a summary advertisement advertisement, notice of guaranteed delivery and other ancillary Offer offer documents pursuant to which the Offer will be made (such Schedule TO and the documents attached as exhibits theretodocuments, together with any exhibits, supplements or amendments thereto, the “Offer Documents”) and promptly thereafter shall mail (ii) cause the Offer Documents to the be disseminated to holders of Shares, in each case, as and to the Company Ordinary Shares as extent required by applicable Legal RequirementsApplicable Law. The Company shall co-operate promptly furnish Parent and Merger Sub with Acquiror in connection with the preparation and filing of the Offer Documents with the SEC, SIC, Court or any other Governmental Entity in relation to the Offer and the Company shall promptly provide to Acquiror such all information concerning the Company and its stockholders required by the Exchange Act or other Applicable Law to be set forth in the Offer Documents and all other information concerning the Company and its stockholders as may be required or reasonably requested by Acquiror Parent and Merger Sub for inclusion in the Offer Documents and, unless previously withdrawn in accordance with Section 6.2(d) or any amendments or supplements thereto. The Company hereby consents Section 6.2(e), Parent and Merger Sub shall be entitled to include the inclusion Board Recommendation in the Offer Documents. Parent and Merger Sub shall cause the Offer Documents to comply in all material respects with the requirements of Applicable Law and, on the date first filed with the SEC and on the date first published, sent or given to the holders of Shares, not to 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 Recommendation circumstances under which they were made, not misleading, except that no representation, warranty or covenant is made by Parent or Merger Sub with respect to information supplied by or on behalf of the Company Board of Directorsin writing specifically for inclusion or incorporation by reference in the Offer Documents. Each of Acquiror Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information is or shall have become false or misleading in any material respect. Acquiror , and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents, Documents as so corrected, amended or supplemented to be filed with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary Shares, in each case case, as and to the extent required by applicable Legal RequirementsApplicable Law. Acquiror The Company and its counsel shall promptly notify be given a reasonable opportunity to review and comment upon the Offer Documents and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company upon the receipt of and Parent and Merger Sub shall give reasonable and good faith consideration to any comments from made by the SEC, SIC, Court or any other Governmental Entity Company and its counsel. Parent and Merger Sub shall (or their staffsA) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements to the Offer Documents, and shall provide the Company with copies of all correspondence between Acquiror and its respective Representativescounsel any written comments that Parent, on Merger Sub or their counsel may receive from the one hand, and the SEC, SIC, Court SEC or any other Governmental Entity or (their staffs), on the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) its staff with respect to the Offer DocumentsDocuments promptly after the receipt of such comments (and shall give the Company and its counsel prompt telephonic notice of any material discussions with or oral comments received from the SEC staff), and Acquiror shall (B) provide the Company and its counsel a reasonable opportunity to review and comment on any written response upon the proposed responses to any such comments and a copy of any proposed written comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs). Prior responses thereto prior to the filing of thereof, and (C) give reasonable and good faith consideration to any comments timely made by the Offer Documents (or Company and its counsel on any amendment or supplement thereto) or the dissemination thereof to the holders of Company Ordinary Shares, or responding such proposed responses. Parent and Merger Sub shall respond promptly to any comments of the SEC, SIC, Court SEC or any other Governmental Entity or (their staffs) its staff with respect thereto, Acquiror shall provide to the Company a reasonable opportunity to review and to propose comments on such document or responseOffer Documents.

Offer Documents. Acquiror shall prepare and As promptly as reasonably practicable on the date of the commencement of the Tender Offer, Parent shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”), ) with respect to the Tender Offer which shall include, as exhibits, contain or shall incorporate by reference an offer to purchase (an “Offer to Purchase”) and a forms of the related letter of transmittal, a transmittal and any related summary advertisement and other ancillary Offer documents pursuant to which the Offer will be made (such Schedule TO TOs, Offers to Purchase and the documents attached as exhibits theretosuch other documents, together with any all supplements or and amendments thereto, being referred to herein collectively as the “Offer Documents”) and promptly thereafter shall mail the ). The Offer Documents will comply as to form in all material respects with the holders requirements of the Company Ordinary Shares Exchange Act and the rules and regulations promulgated thereunder and in addition shall contain substantially the same financial and other information about the Merger and the redemption rights as is required by applicable Legal Requirements. The Company shall co-operate with Acquiror in connection with the preparation and filing under Regulation 14A of the Offer Documents with Exchange Act which regulates the SEC, SIC, Court or any other Governmental Entity in relation to the Offer and the Company shall promptly provide to Acquiror such information concerning the Company as may be required or reasonably requested by Acquiror for inclusion in the Offer Documents or any amendments or supplements thereto. The Company hereby consents to the inclusion in the Offer Documents solicitation of the Recommendation of the Company Board of Directorsproxies. Each of Acquiror and the Company shall Party agrees to correct promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Acquiror shall , and Parent further agrees to take all steps necessary to cause the Offer DocumentsSchedule TO, as so corrected, to be filed with the SEC, SIC, Court or other applicable Governmental Entity and the other Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary Sharesshares of Parent Common Stock, in each case as and to the extent required by applicable Legal Requirementsfederal securities Laws. Acquiror shall promptly notify the Company upon the receipt of any comments from the SECNo filing of, SICor amendment or supplement to, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements to the Offer DocumentsDocuments shall be made by Parent without the prior consent (which shall not be unreasonably withheld, and delayed or conditioned) of Target. Parent shall provide the Company with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, and the SEC, SIC, Court or any other Governmental Entity or (their staffs), on the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect to the Offer Documents, and Acquiror shall provide the Company give Target and its counsel a reasonable opportunity to review and comment on any written response to any such written comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs). Prior to the filing of the Offer Documents prior to such documents being filed with the SEC or disseminated to holders of the shares of Parent Common Stock and shall give due consideration to all reasonable additions, deletions or changes suggested thereby by Target and its counsel. Parent shall provide Target and its counsel with any comments (whether written or any amendment oral) that Parent or supplement thereto) its counsel may receive from the SEC or the dissemination thereof its staff with respect to the holders Offer Documents promptly after the receipt of Company Ordinary Sharessuch comments, or responding to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect thereto, Acquiror shall provide the Company Target and its counsel with a reasonable opportunity to review and comment on the responses of Parent to propose comments on such document comments, shall allow Target and its counsel to participate in any discussions with the SEC or responseits staff, and shall give due consideration to all reasonable additions, deletions or changes suggested thereby by Target and its counsel.

Offer Documents. Acquiror shall prepare and As promptly as practicable on the date of commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer, Parent and Purchaser shall (i) file with the SEC a Tender Offer Statement tender offer statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto, thereto and including all the exhibits thereto, the “Schedule TO”)) that will contain as an exhibit or incorporate by reference the Offer to Purchase, which shall include, as exhibits, an offer to purchase and a the form of the related letter of transmittal, a summary advertisement transmittal and other customary ancillary Offer documents pursuant in each case related to which the Offer will and (ii) cause the Offer to Purchase and related documents to be made (such disseminated to the holders of Shares. Each of Parent and Purchaser agrees to cause the Schedule TO and all exhibits (including the documents attached as exhibits theretoOffer to Purchase), together with any amendments or supplements or amendments theretothereto (collectively, the “Offer Documents”) filed by either Parent or Purchaser with the SEC to comply in all material respects with the Exchange Act and promptly thereafter shall mail other applicable Laws, and to not contain any untrue statement of a material fact or omission of a material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made by Parent or Purchaser with respect to information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents to the holders of the Company Ordinary Shares as required by applicable Legal RequirementsDocuments. The Company shall co-operate with Acquiror in connection with the preparation promptly furnish or otherwise make available to Parent and filing of the Offer Documents with the SEC, SIC, Court Purchaser or any other Governmental Entity in relation to the Offer and the Company shall promptly provide to Acquiror such Parent’s legal counsel all information concerning the Company as and the Company’s stockholders that may be required or reasonably requested in connection with any action contemplated by Acquiror for inclusion in the Offer Documents or any amendments or supplements thereto. The Company hereby consents this Section 2.1(e) so as to the inclusion in the Offer Documents enable each of the Recommendation of the Company Board of DirectorsParent and Purchaser to comply with its obligations hereunder. Each of Acquiror Parent, Purchaser and the Company shall agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Acquiror shall , and Parent further agrees to take all steps necessary to cause the Offer Documents, as so corrected, to be filed with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary Shares, in each case as and to the extent required by applicable Legal Requirementsfederal securities Laws. Acquiror The Company and its counsel shall promptly notify be given reasonable opportunity to review and comment on the Offer Documents prior to the filing thereof with the SEC. Parent and Purchaser agree to provide the Company upon the receipt and its counsel with prompt notice of any comments (whether written or oral) that Parent, Purchaser or their counsel may receive from the SEC, SIC, Court SEC or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements to the Offer Documents, and shall provide the Company with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, and the SEC, SIC, Court or any other Governmental Entity or (their staffs), on the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) staff with respect to the Offer Documents, Documents (which notice shall include a copy of any written comments and Acquiror a summary of any oral comments) and shall provide the Company and its counsel a reasonable opportunity to review and comment on participate in the formulation of any written response to any such written comments of the SECSEC or its staff, SIC, Court including the opportunity to participate in any discussions with the SEC or any other Governmental Entity or (their staffs)its staff concerning such comments. Prior to the filing Each of the Offer Documents (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Ordinary Shares, or responding Parent and Purchaser shall respond promptly to any comments of the SEC, SIC, Court SEC or any other Governmental Entity or (their staffs) its staff with respect thereto, Acquiror to the Offer Documents or the Offer. The Company shall provide the Company a such reasonable opportunity to review cooperation and to propose comments on such document assistance as may be requested by Parent or responsePurchaser in connection with its covenants and obligations under this Section 2.1(e).

Offer Documents. Acquiror shall prepare and on (a) On the date of commencement of the Offer, UTC and UTCSub shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”), which shall include, as exhibits, appropriate Securities Authorities an offer to purchase and a take-over circular and the related letter of transmittal, a notice of guaranteed delivery and summary advertisement and other ancillary Offer documents pursuant to which the Offer will be made (such Schedule TO and the documents attached as exhibits thereto, together with any supplements or amendments theretocollectively, the “"Offer Documents”) "). UTC and promptly thereafter shall mail UTCSub further agree to take all reasonable steps necessary to cause the Offer Documents to the be disseminated to holders of the Company Ordinary ICP Shares as required by in accordance with applicable Legal RequirementsSecurities Laws. The Company shall co-operate with Acquiror in connection with the preparation UTC and filing of UTCSub agree that the Offer Documents shall comply as to form and content in all material respects with applicable Securities Laws, and the SECOffer Documents, SICon the date first published, Court sent or given to ICP's shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by UTC or UTCSub with respect to written information supplied by ICP or any other Governmental Entity in relation to the Offer and the Company shall promptly provide to Acquiror such information concerning the Company as may be required or reasonably requested by Acquiror third party specifically for inclusion or incorporation by reference in the Offer Documents or any amendments or supplements theretoDocuments. The Company hereby consents UTC, UTCSub and ICP each agree promptly to the inclusion in the Offer Documents of the Recommendation of the Company Board of Directors. Each of Acquiror and the Company shall promptly correct any written information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Acquiror shall respect and UTC and UTCSub further agree to take all steps necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed with the SEC, SIC, Court or other applicable Governmental Entity appropriate Securities Authorities and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary SharesICP's shareholders, in each case as and to the extent required by applicable Legal RequirementsSecurities Laws. Acquiror ICP shall promptly notify the Company upon the receipt of any comments from the SEC, SIC, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements to the Offer Documents, and shall provide the Company with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, and the SEC, SIC, Court or any other Governmental Entity or (their staffs), on the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect to the Offer Documents, and Acquiror shall provide the Company and its counsel a be given reasonable opportunity to review and comment on any written response to any such written comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs). Prior to the filing of upon the Offer Documents prior to their filing with Securities Authorities or dissemination to ICP's shareholders, and UTC and UTCSub shall consider such comments in good faith. UTC and UTCSub agree to provide ICP any comments UTC, UTCSub or their counsel may receive from Securities Authorities with respect to the Offer Documents promptly after the receipt of such comments. (b) ICP agrees to provide such reasonable assistance as UTCSub or its agents may reasonably request in connection with communicating the Offer and any amendment or supplement thereto) or the dissemination thereof amendments and supplements thereto to the holders of Company Ordinary Sharesthe ICP Shares and to such other persons as are entitled to receive the Offer under Securities Laws, or responding to any comments including providing lists of the SEC, SIC, Court shareholders of ICP and of the holders of ICP Options and other securities convertible into or any other Governmental Entity or (their staffs) exchangeable for ICP Shares and mailing labels with respect theretoto all such holders of securities as soon as possible after the date of this Agreement but in any event no later than the close of business in Toronto on June 28, Acquiror shall provide the Company a reasonable opportunity 1999 and updates or supplements thereto from time to review and to propose comments on such document or responsetime as may be requested by UTCSub.

Offer Documents. Acquiror shall prepare and As promptly as reasonably practicable on the date of the commencement of the Tender Offer, Parent shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”), ) with respect to the Tender Offer which shall include, as exhibits, contain or shall incorporate by reference an offer to purchase (an “Offer to Purchase”) and a forms of the related letter of transmittal, a transmittal and any related summary advertisement and other ancillary Offer documents pursuant to which the Offer will be made (such Schedule TO TOs, Offers to Purchase and the documents attached as exhibits theretosuch other documents, together with any all supplements or and amendments thereto, being referred to herein collectively as the “Offer Documents”) and promptly thereafter shall mail the ). The Offer Documents will comply as to form in all material respects with the holders requirements of the Company Ordinary Shares Exchange Act and the rules and regulations promulgated thereunder and in addition shall contain substantially the same financial and other information about the Merger and the redemption rights as is required by applicable Legal Requirements. The Company shall co-operate with Acquiror in connection with the preparation and filing under Regulation 14A of the Offer Documents with Exchange Act which regulates the SECsolicitation of proxies. Each of Parent, SIC, Court or any other Governmental Entity in relation to the Offer Bimini and the Company shall agree to correct promptly provide to Acquiror such information concerning the Company as may be required or reasonably requested by Acquiror for inclusion in the Offer Documents or any amendments or supplements thereto. The Company hereby consents to the inclusion in the Offer Documents of the Recommendation of the Company Board of Directors. Each of Acquiror and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Acquiror shall , and Parent further agrees to take all steps necessary to cause the Offer DocumentsSchedule TO, as so corrected, to be filed with the SEC, SIC, Court or other applicable Governmental Entity and the other Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary Shares, in each case as and to the extent required by applicable Legal Requirementsfederal securities laws. Acquiror shall promptly notify the Company upon the receipt of any comments from the SECNo filing of, SICor amendment or supplement to, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements to the Offer DocumentsDocuments shall be made by Parent without the prior consent (which shall not be unreasonably withheld, and shall provide the Company with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, and the SEC, SIC, Court delayed or any other Governmental Entity or (their staffs), on the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments conditioned) of the SECCompany. Parent shall give the Company, SIC, Court or any other Governmental Entity or (Bimini and their staffs) with respect to the Offer Documents, and Acquiror shall provide the Company and its respective counsel a reasonable opportunity to review and comment on any written response to any such written comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs). Prior to the filing of the Offer Documents (prior to such documents being filed with the SEC or any amendment or supplement thereto) or the dissemination thereof disseminated to the holders of Company the Ordinary SharesShares and shall give due consideration to all reasonable additions, deletions or responding to any comments of changes suggested thereby by the SECCompany, SIC, Court or any other Governmental Entity or (Bimini and their staffs) with respect thereto, Acquiror counsel. Parent shall provide the Company Company, Bimini and their respective counsel with any comments (whether written or oral) that Parent or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments, shall provide the Company, Bimini and their respective counsel with a reasonable opportunity to review and comment on the responses of Parent to propose such comments on such document and shall give due consideration to all reasonable additions, deletions or responsechanges suggested thereby by the Company, Bimini and their counsel.

Offer Documents. Acquiror shall prepare and As promptly as practicable on the date of commencement of the OfferOffer (within the meaning of Rule 14d-2 under the Exchange Act), Parent and Purchaser shall (i) file with the SEC a Tender Offer Statement tender offer statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto, thereto and including all exhibits thereto, the “Schedule TO”), which shall include, as exhibits, an offer ) that will contain or incorporate by reference the Offer to purchase Purchase and a form of the related letter of transmittal, a summary advertisement transmittal and other ancillary Offer documents pursuant to which (ii) cause the Offer will to Purchase and related documents to be made (such disseminated to holders of Shares as and to the extent required by applicable Legal Requirements. Parent and Purchaser agree that they shall cause the Schedule TO and the documents attached as exhibits theretoall exhibits, amendments or supplements thereto (which together with any supplements or amendments thereto, constitute the “Offer Documents”) filed by either Parent or Purchaser with the SEC (x) to comply in all material respects with the Exchange Act and promptly thereafter shall mail other applicable Legal Requirements and (y) to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the Offer Documents statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no covenant is made by Parent or Purchaser with respect to the holders information supplied by or on behalf of the Company Ordinary Shares as required for inclusion or incorporation by applicable Legal Requirements. The Company shall co-operate with Acquiror reference in connection with the preparation and filing of the Offer Documents with the SECDocuments. Each of Parent, SIC, Court or any other Governmental Entity in relation to the Offer Purchaser and the Company shall agrees to respond promptly provide to Acquiror such information concerning the Company as may be required or reasonably requested by Acquiror for inclusion in the Offer Documents or any amendments or supplements thereto. The Company hereby consents to the inclusion in the Offer Documents comments of the Recommendation of the Company Board of Directors. Each of Acquiror SEC or its staff and the Company shall to promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Acquiror shall , and Parent further agrees to take all steps necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary Shares, in each case case, as and to the extent required by applicable Legal Requirementsfederal securities laws. Acquiror The Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents. The Company shall promptly notify furnish or otherwise make available to Parent and Purchaser or Parent’s legal counsel all information concerning the Company upon and the receipt of Company’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 1.1(e). The Company and its counsel shall be given reasonable opportunity to review and comment on the Offer Documents (including any response to any comments from (including oral comments) of the SEC or its staff with respect thereto) prior to the filing thereof with the SEC, SICand Parent and Purchaser shall give reasonable consideration to any such comments made by the Company or its counsel. Parent and Purchaser agree to provide the Company and its counsel with any comments (including oral comments) Parent, Court or any other Governmental Entity (Purchaser or their staffs) or any request counsel may receive from the SEC, SIC, Court SEC or any other Governmental Entity or (their staffs) for amendments or supplements its staff with respect to the Offer Documents, Documents promptly after receipt of those comments (including oral comments). Each of Parent and shall provide the Company with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, and the SEC, SIC, Court or any other Governmental Entity or (their staffs), on the other hand. Acquiror Purchaser shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments (including oral comments) of the SEC, SIC, Court SEC or any other Governmental Entity or (their staffs) its staff with respect to the Offer Documents, and Acquiror shall provide the Company and its counsel a reasonable opportunity to review and comment on any written response to any such written comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs). Prior to the filing of the Offer Documents (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Ordinary Shares, or responding to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect thereto, Acquiror shall provide the Company a reasonable opportunity to review and to propose comments on such document or responseOffer.

Offer Documents. Acquiror shall prepare and on On the date of commencement of the OfferOffer (determined pursuant to Exchange Act Rule 14d-2), Parent and Merger Sub shall file with the SEC SEC, in accordance with Exchange Act Rule 14d-3, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”)Offer, which shall include, as exhibits, contain an offer to purchase and a related letter of transmittal, a summary advertisement advertisement, notice of guaranteed delivery and other ancillary Offer offer documents pursuant to which the Offer will be made (such Schedule TO and the documents attached as exhibits theretodocuments, together with any supplements or amendments thereto, the “Offer Documents”) and promptly thereafter shall mail the Offer Documents to the holders of the Company Ordinary Shares as required by applicable Legal Requirements). The Company shall co-operate with Acquiror in connection with the preparation promptly furnish Parent and filing of the Offer Documents with the SEC, SIC, Court or any other Governmental Entity in relation to the Offer and the Company shall promptly provide to Acquiror such Merger Sub all information concerning the Company as may be required or reasonably requested by Acquiror Parent and Merger Sub for inclusion in the Offer Documents or any amendments or supplements thereto. The Company hereby consents to the inclusion in the Offer Documents of the Recommendation of the Company Board of DirectorsDocuments. Each of Acquiror Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Acquiror , and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents, Documents as so corrected, amended or supplemented to be filed with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary Shares and Preferred Shares, in each case as and to the extent required by applicable Legal RequirementsApplicable Law. Acquiror Parent shall promptly notify (A) give the Company upon the receipt of any comments from the SEC, SIC, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements to the Offer Documents, and shall provide the Company with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, and the SEC, SIC, Court or any other Governmental Entity or (their staffs), on the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect to the Offer Documents, and Acquiror shall provide the Company and its counsel a reasonable opportunity to review and comment on any written response to any such written comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs). Prior to the filing of upon the Offer Documents (and any amendments and supplements thereto prior to filing such documents with the SEC or any amendment or supplement thereto) or the dissemination thereof of such documents to the holders stockholders of Company Ordinary Sharesthe Company, or responding (B) give reasonable and good faith consideration to any comments of made by the SECCompany, SIC, Court (C) promptly provide the Company in writing any comments Parent or any other Governmental Entity Merger Sub may receive from the SEC or (their staffs) its staff with respect theretoto the Offer Documents promptly after the receipt of such comments (and shall give the Company prompt telephonic notice of any material discussions with the SEC staff), Acquiror shall (D) provide the Company a reasonable opportunity to review and comment upon the responses to propose any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (E) give reasonable and good faith consideration to any comments made by the Company on any such document responses. The Company hereby consents to the inclusion in the Offer Documents of a description of the Board Recommendation as it may be amended or responsemodified, until but not after it is withdrawn, in each case as permitted by this Agreement, and to the inclusion of a copy of the Schedule 14D-9 with the Offer Documents disseminated to the holders of the Shares and Preferred Shares.

Offer Documents. Acquiror shall prepare and (a) As soon as practicable on the date of commencement of the Offer, Purchaser will file or cause to be filed with the SEC a Tender Offer Statement tender offer statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”), ) which shall include, as exhibits, will contain an offer to purchase and a related letter of transmittal, a summary advertisement transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (such Schedule TO and the documents attached as exhibits thereto, together collectively with any supplements or amendments thereto, the “Offer Documents”) and promptly thereafter shall mail which Purchaser represents, warrants and covenants will comply in all material respects with the Exchange Act and other applicable Laws and will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and other applicable Laws; provided, however, that (i) no representation, warranty or covenant hereby is made or will be made by Parent or Purchaser with respect to information supplied by the Company in writing expressly for inclusion in, or information derived from the Company’s public SEC filings which is incorporated by reference or included in, the Offer Documents to (such supplied, derived, incorporated or included information, the holders of “Company SEC Information”) and (ii) no representation, warranty or covenant is made or will be made herein or in Schedule TO by the Company Ordinary Shares as required by applicable Legal Requirementswith respect to information contained in the Offer Documents other than the Company SEC Information. The Company shall co-operate with Acquiror in connection deliver copies of the proposed form of the Schedule 14D-9 to Purchaser within a reasonable time prior to the filing thereof with the preparation SEC for review and filing of the Offer Documents with the SECcomment by Purchaser and its counsel. (b) Parent, SIC, Court or any other Governmental Entity in relation to the Offer Purchaser and the Company shall promptly provide to Acquiror such information concerning the Company as may be required or reasonably requested by Acquiror for inclusion in the Offer Documents or any amendments or supplements thereto. The Company hereby consents to the inclusion in the Offer Documents of the Recommendation of the Company Board of Directors. Each of Acquiror and the Company shall will each promptly correct any information provided by it them for use in the Offer Documents if and to the extent that such information shall have become it becomes false or misleading in any material respect. Acquiror shall respect and Purchaser will take all steps lawful action necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed promptly with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary SharesShareholders, in each case as and to the extent required by applicable Legal RequirementsLaw. Acquiror shall promptly notify In conducting the Company upon Offer, Purchaser will comply in all material respects with the receipt of any comments from the SEC, SIC, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements to the Offer Documents, and shall provide the Company with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, and the SEC, SIC, Court or any other Governmental Entity or (their staffs), on the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments provisions of the SEC, SIC, Court or any Exchange Act and other Governmental Entity or (their staffs) with respect to the Offer Documents, and Acquiror shall provide applicable Laws. Purchaser will allow the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents and any written response amendments thereto prior to any such written comments of the filing thereof with the SEC, SIC, Court or any other Governmental Entity or (their staffs). Prior and Parent and Purchaser agree to the filing of the Offer Documents (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Ordinary Shares, or responding to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) reasonably cooperate with respect thereto, Acquiror shall provide the Company a reasonable opportunity in the coordination of all filings by the Company, Parent or Purchaser with the SEC related to review and to propose comments on such document or responsethis Agreement.

Offer Documents. Acquiror shall prepare and As soon as practicable on the date of commencement of the OfferOffer Commencement Date, Parent and Merger Sub shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”), which ) that shall include, as exhibits, an contain or incorporate by reference the related offer to purchase and a related purchase, form of letter of transmittal, a summary advertisement advertisement, if any, and other ancillary Offer documents required pursuant to Section 14(d) of the Exchange Act or Regulation 14D, as applicable, pursuant to which the Offer will be made (such Schedule TO and the documents attached as exhibits theretocollectively, together with any amendments or supplements or amendments thereto, the “Offer Documents”) and promptly thereafter shall mail (ii) cause the Offer Documents to the be disseminated to holders of Shares to the Company Ordinary Shares as extent Table of Contents required by applicable Legal RequirementsU.S. federal securities laws. The Company shall co-operate with Acquiror promptly furnish to Parent and Merger Sub and their legal counsel the information relating to the Company required by the Exchange Act to be set forth in connection with the preparation Schedule TO and filing of the Offer Documents. Parent and Merger Sub shall use their respective reasonable best efforts to ensure that the Offer Documents comply in all material respects with the SECrules and regulations promulgated by the SEC under the Exchange Act. Each of Parent, SIC, Court or any other Governmental Entity in relation to the Offer Merger Sub and the Company shall agrees promptly provide to Acquiror such information concerning the Company as may be required or reasonably requested by Acquiror for inclusion in the Offer Documents or any amendments or supplements thereto. The Company hereby consents to the inclusion in the Offer Documents of the Recommendation of the Company Board of Directors. Each of Acquiror and the Company shall promptly correct any information provided by it or on its behalf for use in the Schedule TO and the Offer Documents if and to the extent that such information shall have become (or shall have become known to be) false or misleading in any material respect. Acquiror In the event that any such correction is required, Parent and Merger Sub shall take all steps necessary use their respective reasonable best efforts to cause the Offer Documents, Schedule TO as so corrected, corrected to be filed with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, Documents as so corrected, corrected to be disseminated to the holders of Company Ordinary Shares, in each case as and case, to the extent required by applicable Legal RequirementsU.S. federal securities laws or the rules and regulations of NYSE. Acquiror shall promptly notify the Company upon the receipt of any comments from the SEC, SIC, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements to the Offer Documents, and shall provide the Company with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, and the SEC, SIC, Court or any other Governmental Entity or (their staffs), on the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect to the Offer Documents, and Acquiror shall provide the The Company and its legal counsel shall be given a reasonable opportunity to review and comment on the Schedule TO and any written response to Offer Document each time before such document or any such written comments of amendment thereto is filed with the SEC, SIC, Court or any other Governmental Entity or (their staffs). Prior to the filing of the Offer Documents (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Ordinary Shares, or responding and Parent and Merger Sub shall give reasonable and good faith consideration to any comments of made by the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect thereto, Acquiror Company and its legal counsel. Parent and Merger Sub shall provide the Company and its legal counsel with (i) any comments or other communications, whether written or oral, that the Company or its legal counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or any Offer Document promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to review participate in Parent’s and Merger Sub’s response to those comments and to propose provide comments on such document that response (to which reasonable and good faith consideration shall be given), including by using reasonable best efforts to give the Company and its legal counsel the opportunity to participate with Parent, Merger Sub and their legal counsel in any substantive discussions or responsemeetings with the SEC.

Offer Documents. Acquiror shall prepare and As promptly as practicable on the date Offer Commencement Date (subject to (i) the Company having timely provided any information required to be provided by it pursuant to Sections 1.1(e) and 1.2(b) and (ii) the Company being prepared, in accordance with Section 1.2(a), to file with the SEC, and to disseminate to the holders of commencement of Shares, the OfferSchedule 14D-9 immediately thereafter), Parent and Purchaser shall (i) file with the SEC a Tender Offer Statement tender offer statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”), which shall include, as any exhibits, an offer to purchase and a related letter of transmittal, a summary advertisement and other ancillary Offer documents pursuant to which the Offer will be made (such Schedule TO and the documents attached as exhibits thereto, together with any amendments or supplements or amendments thereto, the “Offer Documents”) and promptly thereafter shall mail that will contain or incorporate by reference the Offer Documents to Purchase and form of the related letter of transmittal and (ii) cause the Offer to Purchase and related documents to be timely disseminated to holders of Shares as and to the holders of the Company Ordinary Shares as extent required by applicable Legal Requirements. The Company Parent and Purchaser agree that they shall co-operate with Acquiror in connection with the preparation and filing of cause the Offer Documents filed by either Parent or Purchaser with the SECSEC (x) to comply in all material respects with the Exchange Act and other applicable Legal Requirements and (y) to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, SICin light of the circumstances under which they were made, Court not misleading; provided, however, that no covenant is made by Parent or any other Governmental Entity Purchaser with respect to information supplied by or on behalf of the Company for inclusion or incorporation by reference in relation to the Offer Documents. Each of Parent, Purchaser and the Company shall agrees to respond promptly provide to Acquiror such information concerning the Company as may be required or reasonably requested by Acquiror for inclusion in the Offer Documents or any amendments or supplements thereto. The Company hereby consents to the inclusion in the Offer Documents comments (including oral comments) of the Recommendation of the Company Board of Directors. Each of Acquiror SEC or its staff and the Company shall to promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Acquiror shall , and Parent and Purchaser further agree to take all steps necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary Shares, in each case as and to the extent required by applicable Legal Requirements. Acquiror shall promptly notify The Company consents to the inclusion of the Company upon the receipt of any comments from the SEC, SIC, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements to Board Recommendation in the Offer Documents, . The Company shall promptly furnish or otherwise make available to Parent and shall provide Purchaser or Parent’s legal counsel all information concerning the Company with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, and the SEC, SIC, Court Company’s stockholders that may be required or reasonably requested in connection with any other Governmental Entity or (their staffsaction contemplated by this Section 1.1(e), on the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect to the Offer Documents, and Acquiror shall provide the The Company and its counsel a shall be given reasonable opportunity to review and comment on any written response to any such written comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs). Prior to the filing of the Offer Documents (or including any amendment or supplement thereto) or the dissemination thereof to the holders of Company Ordinary Shares, or responding response to any comments (including oral comments) of the SEC or its staff with respect thereto) prior to the filing thereof with the SEC, SIC, Court and Parent and Purchaser shall give reasonable and good faith consideration to any such comments made by the Company or any other Governmental Entity or (their staffs) with respect thereto, Acquiror shall its counsel. Parent and Purchaser agree to provide the Company and its counsel with any comments (including with respect to oral comments, a reasonable opportunity reasonably detailed description of such oral comments) Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to review and to propose the Offer Documents promptly after receipt of those comments on such document or response(including oral comments).

Offer Documents. Acquiror shall prepare and As promptly as practicable on the date of commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer, Parent and Purchaser shall (i) file with the SEC a Tender Offer Statement tender offer statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto, thereto and including all the exhibits thereto, the “Schedule TO”)) that will contain as an exhibit or incorporate by reference the Offer to Purchase, which shall include, as exhibits, an offer to purchase and a the form of the related letter of transmittal, a summary advertisement transmittal and other customary ancillary Offer documents pursuant in each case related to which the Offer will and (ii) cause the Offer to Purchase and related documents to be made (such disseminated to the holders of Shares. Each of Parent and Purchaser agrees to cause the Schedule TO and all exhibits (including the documents attached as exhibits theretoOffer to Purchase), together with any amendments or supplements or amendments theretothereto (collectively, the “Offer Documents”) filed by either Parent or Purchaser with the SEC to comply in all material respects with the Exchange Act and promptly thereafter shall mail other applicable Laws, and to not contain any untrue statement of a material fact or omission of a material fact necessary in order to make the Offer Documents to the holders statements made therein, in light of the Company Ordinary Shares as required by applicable Legal Requirementscircumstances under which they are made, not misleading. The Company shall co-operate with Acquiror in connection with the preparation promptly furnish or otherwise make available to Parent and filing of the Offer Documents with the SEC, SIC, Court Purchaser or any other Governmental Entity in relation to the Offer and the Company shall promptly provide to Acquiror such Parent’s legal counsel all information concerning the Company as and the Company’s stockholders that may be required or reasonably requested in connection with any action contemplated by Acquiror for inclusion in the Offer Documents or any amendments or supplements thereto. The Company hereby consents this Section 2.1(e) so as to the inclusion in the Offer Documents enable each of the Recommendation of the Company Board of DirectorsParent and Purchaser to comply with its obligations hereunder. Each of Acquiror Parent, Purchaser and the Company shall agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Acquiror shall , and Parent further agrees to take all steps necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary Shares, in each case as and to the extent required by applicable Legal Requirementsfederal securities Laws. Acquiror shall promptly notify the Company upon the receipt of any comments from the SEC, SIC, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements to the Offer Documents, and shall provide the Company with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, and the SEC, SIC, Court or any other Governmental Entity or (their staffs), on the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect to the Offer Documents, and Acquiror shall provide the The Company and its counsel a shall be given reasonable opportunity to review and comment on the Offer Documents prior to the filing thereof with the SEC. Parent and Purchaser agree to provide the Company and its counsel with prompt notice of any comments (whether written or oral) that Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents (which notice shall include a copy of any written comments) and Parent and Purchaser shall keep the Company and its counsel reasonably informed as to their proposed response to any such written comments of the SEC, SIC, Court SEC or any other Governmental Entity or (their staffs)its staff. Prior to the filing Each of the Offer Documents (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Ordinary Shares, or responding Parent and Purchaser shall respond promptly to any comments of the SEC, SIC, Court SEC or any other Governmental Entity or (their staffs) its staff with respect thereto, Acquiror shall provide to the Company a reasonable opportunity to review and to propose comments on such document Offer Documents or responsethe Offer.

Offer Documents. Acquiror shall prepare and (a) As soon as practicable on the date of commencement of the Offer, Parent and Merger Sub shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO 14D-1 (together with any supplements or amendments thereto, the "Schedule 14D-1") with respect to the Offer (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”), which shall includecomply as to form in all material respects with the provisions of applicable federal securities laws, as exhibits, an shall contain the offer to purchase and a related letter of transmittal, a summary advertisement transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (such collectively with the Schedule TO 14D-1, and the documents attached as exhibits thereto, together with any supplements or amendments thereto, the “"Offer Documents”") and promptly thereafter shall mail the Offer Documents be mailed to the holders of the Shares. Company Ordinary Shares as required by applicable Legal Requirements. The Company shall co-operate with Acquiror will promptly supply to Parent and Merger Sub in connection with the preparation and filing of the Offer Documents with the SECwriting, SIC, Court or any other Governmental Entity in relation to the Offer and the Company shall promptly provide to Acquiror such information concerning the Company as may be required or reasonably requested by Acquiror for inclusion in the Offer Documents or any amendments or supplements thereto. The Documents, all information concerning Company hereby consents required under the Exchange Act to the inclusion be included in the Offer Documents of the Recommendation of the Company Board of Directors. Documents. (b) Each of Acquiror Parent, Merger Sub and the Company shall promptly correct any information provided by it them for use in the Offer Documents if and to the extent that such information shall be or have become false or misleading in any material respect. Acquiror , and Parent and Merger Sub shall take all steps lawful action necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed promptly with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary Shares, in each case Shares as and to the extent required by applicable Legal Requirementslaw. Acquiror In conducting the Offer, Parent and Merger Sub shall promptly notify comply in all material respects with the Company upon provisions of the receipt of any comments from the SEC, SIC, Court or Exchange Act and any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements to the Offer Documents, and shall provide the Company with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, and the SEC, SIC, Court or any other Governmental Entity or (their staffs), on the other handapplicable law. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect to the Offer Documents, and Acquiror shall provide the Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents and any written response to any such written comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs). Prior amendments thereto prior to the filing of the Offer Documents (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Ordinary Shares, or responding to any comments of with the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect thereto, Acquiror shall provide the Company a reasonable opportunity to review and to propose comments on such document or response.

Offer Documents. Acquiror shall prepare On the Offer Commencement Date, Parent and on the date of commencement of the Offer, file Merger Sub shall: (i) cause to be filed with the SEC SEC, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”), which shall include, as exhibits, an will contain or incorporate by reference: (A) Merger Sub’s offer to purchase exchange Shares pursuant to the Offer (the “Offer to Exchange”); (B) a preliminary prospectus containing the information required under Rule 14d-4(b) promulgated under the Exchange Act (the “Preliminary Prospectus”); and a (C) forms of the related letter of transmittal, election and transmittal (including the Form of Election); (ii) file with the SEC a summary advertisement registration statement on Form S-4 or Form F-4 (or similar successor form) to register the offer and other ancillary Offer documents sale of Parent Common Shares pursuant to which the Offer will (including amendments or supplements thereto, the “Registration Statement”), which Registration Statement shall include the Preliminary Prospectus; and (iii) cause the Offer to Exchange, the Preliminary Prospectus and related documents to be made (such disseminated to holders of Shares as and to the extent required by Law and the rules and regulations of the SEC promulgated thereunder. Parent and Merger Sub shall use reasonable best efforts to cause the Schedule TO and the documents attached as exhibits theretoRegistration Statement, together with any and all exhibits, amendments and supplements or amendments theretothereto (collectively, the “Offer Documents”) and promptly thereafter the filing and dissemination thereof to comply in all material respects with the applicable requirements of the Exchange Act and the Securities Act and the rules and regulations thereunder and with all other applicable Law. The Company and its legal counsel shall mail be given reasonable opportunity to review and comment on the Offer Documents (including all amendments and supplements thereto) prior to the holders of filing thereof with the SEC and Parent and Merger Sub shall give reasonable consideration to any such comments. Parent and Merger Sub shall promptly notify the Company Ordinary Shares as required and its legal counsel upon the receipt of any comments received by applicable Legal Requirements. The Company shall co-operate Parent, Merger Sub or their legal counsel from the SEC or its staff with Acquiror in connection with the preparation and filing of respect to the Offer Documents Documents, or any request from the SEC for amendments or supplements to the Offer Documents, and shall promptly provide the Company and its legal counsel with copies of all written correspondence between them and their Representatives, on the one hand, and the SEC, SICon the other hand, Court or, if not in writing, a description of such communication. Parent and Merger Sub shall give the Company and its legal counsel a reasonable opportunity to participate in preparing the proposed response of Parent and Merger Sub to comments received from the SEC or its staff and to provide comments on any other Governmental Entity in relation proposed response thereto, and Parent and Merger Sub shall give reasonable consideration to the Offer any such comments. Each of Parent, Merger Sub and the Company Company: (1) shall use reasonable best efforts to respond promptly provide to Acquiror such information concerning any comments of the Company as may be required SEC or reasonably requested by Acquiror for inclusion in its staff with respect to the Offer Documents or any amendments or supplements thereto. The Company hereby consents the Offer; and (2) to the inclusion in the Offer Documents of the Recommendation of the Company Board of Directors. Each of Acquiror and the Company extent required by applicable Law, shall use reasonable best efforts to promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall be or shall have become false or misleading in any material respect. Acquiror , and Parent and Merger Sub shall take all steps necessary to cause the Offer Documents, as so correctedsupplemented or amended to correct such information, to be filed with the SECSEC and, SIC, Court or other applicable Governmental Entity and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary Shares, in each case as and to the extent required by applicable Legal RequirementsLaw, to be disseminated to holders of Shares. Acquiror The Company shall promptly notify furnish to Parent and Merger Sub all information concerning the Company, its Subsidiaries and the Company’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 2.02. Subject to Section 6.02, the Company upon consents to the receipt inclusion of any comments from the SEC, SIC, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements to Company Board Recommendation in the Offer Documents, and shall provide the Company with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, and the SEC, SIC, Court or any other Governmental Entity or (their staffs), on the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect to the Offer Documents, and Acquiror shall provide the Company and its counsel a reasonable opportunity to review and comment on any written response to any such written comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs). Prior to the filing of the Offer Documents (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Ordinary Shares, or responding to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect thereto, Acquiror shall provide the Company a reasonable opportunity to review and to propose comments on such document or response.

Offer Documents. Acquiror shall prepare and (a) As soon as practicable on the date of commencement of the Offer, Parent and Merger Sub shall: (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO with respect to promulgated under Section 14(d)(1) of the Offer Exchange Act (together with all amendments and supplements thereto, and including all exhibits thereto, the “"Schedule TO”)") with respect to the Offer, which shall include, as exhibits, an offer contain the Offer to purchase Purchase and a related letter of transmittal, a summary advertisement transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (such Schedule TO and the documents attached as exhibits thereto, together collectively with any supplements or amendments thereto, the “"Offer Documents”"), and shall (1) contain (or shall be amended in a timely manner to contain) all information which is required to be included therein in accordance with the Exchange Act and promptly thereafter the rules and regulations thereunder and any other applicable law and (2) conform in all material respects with the requirements of the Exchange Act and any other applicable law, and shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) deliver a copy of the Schedule TO to the Company at its principal executive office; (iii) give telephonic notice and mail to the National Association of Securities Dealers, Inc. (the "NASD") a copy of the Schedule TO in accordance with Rule 14d-3 promulgated under the Exchange Act; (iv) publish a summary advertisement of the Offer in the Wall Street Journal or similar daily newspaper with national circulation; and (v) mail or cause to be mailed the Offer Documents to the holders of the Company Ordinary Shares as required by applicable Legal Requirements. The Company shall co-operate with Acquiror in connection with the preparation and filing of the Offer Documents with the SECCommon Stock. (b) Parent, SIC, Court or any other Governmental Entity in relation to the Offer Merger Sub and the Company shall each agree promptly provide to Acquiror such correct any information concerning the Company as may be required or reasonably requested provided by Acquiror them for inclusion use in the Offer Documents if and to the extent that it shall have become false or misleading in any amendments or supplements theretomaterial respect and Merger Sub further agrees to take all lawful action necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the holders of Company Common Stock, in each case as and to the extent required by applicable law. In conducting the Offer, Parent and Merger Sub shall comply in all material respects with the provisions of the Exchange Act and any other applicable law. The Company hereby consents to the inclusion in the Offer Documents of the Recommendation recommendation and approval of the Company Board of Directors. Each of Acquiror and the Company shall promptly correct any information provided by it for use Directors referred to in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Acquiror shall take all steps necessary to cause the Offer Documents, as so corrected, to be filed with the SEC, SIC, Court or other applicable Governmental Entity and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary Shares, in each case as and to the extent required by applicable Legal Requirements. Acquiror shall promptly notify the Company upon the receipt of any comments from the SEC, SIC, Court or any other Governmental Entity clause (or their staffsa)(i)(z) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements to the Offer Documents, and shall provide the Company with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, and the SEC, SIC, Court or any other Governmental Entity or (their staffs), on the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect to the Offer Documents, and Acquiror shall provide the Company and its counsel a reasonable opportunity to review and comment on any written response to any such written comments first sentence of the SEC, SIC, Court or any other Governmental Entity or (their staffs). Prior to the filing of the Offer Documents (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Ordinary Shares, or responding to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect thereto, Acquiror shall provide the Company a reasonable opportunity to review and to propose comments on such document or response.Section

Offer Documents. Acquiror shall prepare and As promptly as practicable on the date of commencement of the OfferOffer Commencement Date, Parent and Purchaser shall (i) file with the SEC a Tender Offer Statement tender offer statement on Schedule TO with respect to the Offer (together with all any exhibits, amendments and or supplements thereto, including the Offer to Purchase and including all exhibits thereto, form of the “Schedule TO”), which shall include, as exhibits, an offer to purchase and a related letter of transmittal, a summary advertisement and other ancillary Offer documents pursuant to which the Offer will be made (such Schedule TO and the documents attached as exhibits thereto, together with any supplements or amendments thereto, the “Offer Documents”) and promptly thereafter shall mail that will contain or incorporate by reference the Offer Documents to Purchase and form of the related letter of transmittal and (ii) cause the Offer to Purchase and related documents to be disseminated to holders of Shares as and to the holders of the Company Ordinary Shares as extent required by applicable Legal Requirements. The Company Parent and Purchaser agree that they shall co-operate with Acquiror in connection with the preparation and filing of cause the Offer Documents filed by either Parent or Purchaser with the SECSEC (x) to comply in all material respects with the Exchange Act and other applicable Legal Requirements and (y) to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, SICin light of the circumstances under which they were made, Court not misleading; provided, however, that no covenant is made by Parent or any other Governmental Entity Purchaser with respect to information supplied by or on behalf of the Company for inclusion or incorporation by reference in relation to the Offer Documents. Each of Parent, Purchaser and the Company shall agrees to respond promptly provide to Acquiror such information concerning the Company as may be required or reasonably requested by Acquiror for inclusion in the Offer Documents or any amendments or supplements thereto. The Company hereby consents to the inclusion in the Offer Documents comments of the Recommendation of the Company Board of Directors. Each of Acquiror SEC or its staff and the Company shall to promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Acquiror shall , and Parent and Purchaser further agree to take all steps necessary to promptly cause the Offer Documents, Documents as so corrected, corrected to be filed with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary Shares, in each case as and to the extent required by applicable Legal Requirements. Acquiror The Company consents to the inclusion of the Company Board Recommendation in the Offer Documents (unless the Board of Directors has made a Company Adverse Recommendation Change in compliance with Section 6.1(b)). The Company shall promptly notify furnish or otherwise make available to Parent and Purchaser or Parent’s legal counsel all information concerning the Company upon the receipt of any comments from the SEC, SIC, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements to the Offer Documents, and shall provide the Company with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, and the SEC, SIC, Court Company’s stockholders that may be required or reasonably requested in connection with any other Governmental Entity or (their staffsaction contemplated by this Section 1.1(e), on the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect to the Offer Documents, and Acquiror shall provide the The Company and its counsel a shall be given reasonable opportunity to review and comment on any written response to any such written comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs). Prior to the filing of the Offer Documents (or including any amendment or supplement thereto) or the dissemination thereof to the holders of Company Ordinary Shares, or responding response to any comments (including oral comments) of the SEC or its staff with respect thereto) prior to the filing thereof with the SEC, SIC, Court and Parent and Purchaser shall give reasonable and good faith consideration to any such comments made by the Company or any other Governmental Entity or (their staffs) with respect thereto, Acquiror shall its counsel. Parent and Purchaser agree to provide the Company a reasonable opportunity and its counsel with any comments (including oral comments) Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to review and to propose the Offer Documents promptly after receipt of those comments on such document or response(including oral comments).

Offer Documents. Acquiror shall prepare and on the date of commencement None of the OfferOffer Documents, file any schedule required to be filed by Purchaser or Merger Sub with the SEC or any amendment or supplement thereto will contain, at the respective times such documents are filed with the SEC or first published, sent or given to the Company's stockholders, any untrue statement of a Tender Offer Statement on Schedule TO material fact or will omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading, except that no representation is made by Purchaser or Merger Sub with respect to the Offer (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”), which shall include, as exhibits, an offer to purchase and a related letter of transmittal, a summary advertisement and other ancillary Offer documents pursuant to which the Offer will be made (such Schedule TO and the documents attached as exhibits thereto, together with any supplements or amendments thereto, the “Offer Documents”) and promptly thereafter shall mail the Offer Documents to the holders of information supplied by the Company Ordinary Shares as required by applicable Legal Requirements. The Company shall co-operate with Acquiror in connection with the preparation and filing of the Offer Documents with the SEC, SIC, Court or any other Governmental Entity in relation to the Offer and the Company shall promptly provide to Acquiror such information concerning the Company as may be required or reasonably requested by Acquiror for inclusion in the Offer Documents or any amendments or supplements thereto. The Company hereby consents to the inclusion in the Offer Documents of the Recommendation of the Company Board of Directors. Each of Acquiror and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Acquiror shall take all steps necessary to cause the Offer Documents, as so corrected, any schedule required to be filed with the SEC, SIC, Court or other applicable Governmental Entity and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary Shares, in each case as and to the extent required by applicable Legal Requirements. Acquiror shall promptly notify the Company upon the receipt of any comments from the SEC, SIC, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements to the Offer Documents, and shall provide the Company with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, and the SEC, SIC, Court or any other Governmental Entity or (their staffs), on the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect to the Offer Documents, and Acquiror shall provide the Company and its counsel a reasonable opportunity to review and comment on any written response to any such written comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs). Prior to the filing of the Offer Documents (SEC or any amendment or supplement thereto) . None of the information supplied by Purchaser or Merger Sub for inclusion or incorporation by reference in the dissemination thereof to Schedule 14D-9 will, at the holders date of Company Ordinary Shares, or responding to any comments of filing with the SEC, SICcontain 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, Court in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time either Purchaser or Merger Sub shall obtain knowledge of any facts with respect to itself, any of its officers or directors or any other Governmental Entity of its Subsidiaries that would require the supplement or (their staffs) amendment to any of the foregoing documents in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or to comply with respect theretoapplicable laws, Acquiror such amendment or supplement shall provide be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company, and in the event the Company a reasonable opportunity shall advise Purchaser or Merger Sub as to review its obtaining knowledge of any facts that would make it necessary to supplement or amend any of the foregoing documents, Purchaser or Merger Sub shall promptly amend or supplement such document, and such amendment or supplement shall be promptly filed with the SEC, and as required by law disseminated to propose comments on such document or responsethe stockholders of the Company.

Offer Documents. Acquiror shall prepare and (a) As promptly as practicable on the date of commencement of the Offer, Parent, AcquisitionCo and Merger Sub shall (i) file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”)Offer, which shall include, as exhibits, include an offer to purchase and a related letter of transmittal, a transmittal and summary advertisement (such Schedule TO and other ancillary Offer the documents included therein pursuant to which the Offer will be made (such Schedule TO and the documents attached as exhibits theretomade, together with any supplements or amendments thereto, the “Offer Documents”) and promptly thereafter shall mail (ii) cause the Offer Documents to the be disseminated to holders of outstanding shares of Common Stock as and to the Company Ordinary Shares as extent required by applicable Legal Requirements. federal securities Laws. (b) The Company shall co-operate with Acquiror in connection with the preparation furnish Parent, AcquisitionCo and filing of the Offer Documents with the SEC, SIC, Court or any other Governmental Entity in relation to the Offer and the Company shall promptly provide to Acquiror such Merger Sub all information concerning the Company as may required by the Exchange Act to be required or reasonably requested by Acquiror for inclusion set forth in the Offer Documents or as otherwise reasonably requested by any amendments or supplements thereto. The Company hereby consents of them so as to the inclusion in the Offer Documents of the Recommendation of the Company Board of Directorsenable Parent, AcquisitionCo and Merger Sub to comply with their obligations under Section 2.2(a). Each of Acquiror Parent, AcquisitionCo, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Acquiror , and each of Parent, AcquisitionCo and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents, Documents as so corrected, amended or supplemented to be filed with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be disseminated to the holders of Company Ordinary SharesCommon Stock, in each case as and to the extent required by applicable Legal Requirementsfederal securities Laws. Acquiror Prior to the public disclosure of an Adverse Recommendation Change in compliance with Section 7.02 or at any time thereafter that such Adverse Recommendation Change is no longer in effect, Parent, AcquisitionCo and Merger Sub shall promptly notify be entitled to include the Company upon the receipt of any comments from the SEC, SIC, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements to Board Recommendation in the Offer Documents, and shall provide . Notwithstanding any confidentiality obligation owed to the Company with copies of all correspondence between Acquiror and its respective Representatives, on (including under the one hand, and the SEC, SIC, Court or any other Governmental Entity or (their staffsConfidentiality Agreement), on Parent, AcquisitionCo and Merger Sub may include in the other hand. Acquiror shall use reasonable best efforts Offer Documents any material nonpublic information concerning the Company to respond as promptly as reasonably practicable the extent required to any comments comply with the requirements of the SECExchange Act, SIC, Court or any other Governmental Entity or including Rule 10b-5 promulgated thereunder. (their staffsc) with respect to the Offer Documents, and Acquiror The Company shall provide the Company and its counsel a be given reasonable opportunity to review and comment on any written response to any such written comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs). Prior to the filing of upon the Offer Documents (and any amendments and supplements thereto prior to filing such documents with the SEC or any amendment or supplement thereto) or the dissemination thereof of such documents to the holders stockholders of Company Ordinary Sharesthe Company, or responding and Parent, AcquisitionCo and Merger Sub shall give reasonable and good faith consideration to any comments of made by the SECCompany. Parent, SICAcquisitionCo and Merger Sub shall (i) provide the Company in writing any comments Parent, Court AcquisitionCo or any other Governmental Entity Merger Sub may receive from the SEC or (their staffs) its staff with respect theretoto the Offer Documents promptly after the receipt of such comments (and shall give the Company prompt telephonic notice of any material discussions with the SEC staff), Acquiror shall (ii) provide the Company a reasonable opportunity to review and comment upon the responses to propose any such comments and a copy of any proposed written responses thereto prior to the filing thereof, and (iii) give reasonable and good faith consideration to any comments made by the Company on any such document or responseresponses.

Offer Documents. Acquiror shall prepare and As promptly as practicable on the date of commencement of the OfferOffer (within the meaning of Rule 14d-2 under the Exchange Act), Parent and Purchaser shall (i) file with the SEC a Tender Offer Statement tender offer statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto, thereto and including all exhibits thereto, the “Schedule TO”), which shall include, as exhibits, an offer ) that will contain or incorporate by reference the Offer to purchase Purchase and a form of the related letter of transmittal, a summary advertisement transmittal and other ancillary Offer documents pursuant to which (ii) cause the Offer will to Purchase and related documents to be made (such disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. Parent and Purchaser agree that they shall cause the Schedule TO and the documents attached as exhibits theretoall exhibits, amendments or supplements thereto (which together with any supplements or amendments thereto, constitute the “Offer Documents”) and promptly thereafter shall mail the Offer Documents to the holders of the Company Ordinary Shares as required filed by applicable Legal Requirements. The Company shall co-operate with Acquiror in connection either Parent or Purchaser with the preparation and filing of the Offer Documents SEC to comply in all material respects with the SECExchange Act and the rules and regulations thereunder and other applicable Laws. Each of Parent, SIC, Court or any other Governmental Entity in relation to the Offer Purchaser and the Company shall promptly provide agrees to Acquiror such information concerning the Company as may be required or reasonably requested by Acquiror for inclusion in the Offer Documents or any amendments or supplements thereto. The Company hereby consents to the inclusion in the Offer Documents of the Recommendation of the Company Board of Directors. Each of Acquiror and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Acquiror shall take , and Parent further agrees to use all steps necessary reasonable efforts to cause the Offer Documents, Documents as so corrected, corrected to be promptly filed with the SEC, SIC, Court or other applicable Governmental Entity SEC and the Offer Documents, as so corrected, to be promptly disseminated to the holders of Company Ordinary Shares, in each case as and to the extent required by applicable Legal Requirementsfederal securities laws. Acquiror The Company shall promptly notify furnish in writing to Parent and Purchaser or Parent’s legal counsel all information concerning the Company upon and the receipt Company’s stockholders that may be required under applicable Laws and/or in connection with any action contemplated by this Section 1.1(e), including communicating the Offer to the record and beneficial holders of any comments from the SECShares, SIC, Court or any other Governmental Entity (that is reasonably requested by Parent or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) Purchaser for amendments or supplements to inclusion in the Offer Documents, and shall provide the Company with copies of all correspondence between Acquiror and its respective Representatives, on the one hand, and the SEC, SIC, Court or any other Governmental Entity or (their staffs), on the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect to the Offer Documents, and Acquiror shall provide the The Company and its counsel a shall be given reasonable opportunity to review and comment on any written response to any such written comments of the SEC, SIC, Court or any other Governmental Entity or (their staffs). Prior Offer Documents prior to the filing of thereof with the SEC. Parent and Purchaser agree to provide the Company and its counsel with any comments Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents (or any amendment or supplement thereto) or the dissemination thereof to the holders promptly after receipt of Company Ordinary Shares, or responding such comments. Each of Parent and Purchaser shall respond promptly to any comments of the SEC, SIC, Court SEC or any other Governmental Entity or (their staffs) its staff with respect thereto, Acquiror shall provide to the Company a reasonable opportunity to review and to propose comments on such document Offer Documents or responsethe Offer.