Common use of Proxy Statement Clause in Contracts

Proxy Statement. Neither the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Offer Documents shall, at the respective times the Schedule 14D-9, the Offer Documents, or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders of the Company, 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 made therein, in the light of the circumstances under which they are made, not misleading. In the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in the proxy statement to be sent to the shareholders of the Company in connection with the Special Shareholders' Meeting (as defined in Section 6.01 hereof), nor the information statement to be sent to shareholders of the Company in connection with the Merger (such proxy or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall not, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders of the Company, at the time of the Special Shareholders' Meeting, if applicable and at the Effective Time, be false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' Meeting which shall have become false or misleading. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent or Purchaser or which is excerpted from or derived from public sources other than the Company's public filings with the SEC.

Proxy Statement. Neither (i) The Company, with the Schedule 14D-9 nor assistance of Parent as provided for in this Section 7.5(a) shall prepare and, assuming Parent has satisfied its obligations set forth in Section 7.8(a), (A) file with the SEC, as promptly as practicable after the date of this Agreement, but in any event within thirty (30) days after the date of this Agreement a proxy statement in preliminary form relating to the Company Stockholders Meeting (such proxy statement, the “Preliminary Proxy Statements” including, for the avoidance of doubt, any amendments or supplements thereto, and the definitive proxy statement related thereto, the “Proxy Statement”) and (B) in furtherance of and not in limitation of the foregoing clause (A), use its reasonable best efforts to file the Preliminary Proxy Statement prior to November 23, 2022; provided that the failure of the Company to file the Preliminary Proxy Statement prior to November 23, 2022 shall not constitute a breach of this Section 7.5(a)(i)(B) or a breach for purposes of Article IX or result in the failure of any of the Closing conditions set forth in Article VIII to be satisfied. Except under the circumstances expressly otherwise permitted under Section 7.2(d)(iii), the Proxy Statement shall include the Company Recommendation. (ii) The Company shall, assuming Parent has satisfied its obligations set forth in Section 7.8(a), use reasonable best efforts to ensure that the Proxy Statement complies in all material respects with the provisions of the Exchange Act and none of the information supplied by the Company it for inclusion or incorporation by reference in the Offer Documents Proxy Statement shall, at the respective times the Schedule 14D-9, the Offer Documents, or any amendments or supplements thereto are filed with the SEC or are first published, sent or given date of mailing to shareholders stockholders of the Company, at the time of the Company Stockholders Meeting or of filing with the SEC (as the case may beapplicable), 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 made therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company assumes no responsibility with respect to information supplied by or on behalf of Parent and Merger Sub or its or their respective Representatives for inclusion or incorporation by reference in the Proxy Statement and Parent and Merger Sub assume no responsibility with respect to information supplied by or on behalf of the Company, its Subsidiaries or its or their respective Representatives for inclusion or incorporation by reference in the Proxy Statement. (iii) If at any time prior to the Company Stockholders Meeting, any information relating to the Company or Parent, or any of their respective Subsidiaries or its or their respective Representatives, should be discovered by a Party, which information should be set forth in an amendment or supplement to the Proxy Statement, so that either the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. In , the event Party that Purchaser has not designated a majority of discovers such information shall as promptly as practicable following such discovery notify the members of other Party or Parties (as the Board pursuant case may be) and after such notification the Company shall, as and to the terms extent required by applicable Law, promptly (A) prepare (with the assistance of Parent as provided for in this Section 1.02(d7.5(a)) above an amendment or supplement to the Proxy Statement and a shareholder vote is required(B) thereafter, neither assuming Parent has satisfied its obligations set forth in Section 7.8(a), cause the information supplied by the Company for inclusion in the proxy statement Proxy Statement as so amended or supplemented to be sent to the shareholders of the Company in connection filed with the Special Shareholders' Meeting (as defined in Section 6.01 hereof), nor the information statement SEC and to be sent disseminated to shareholders of the Company in connection with the Merger its stockholders. (such proxy iv) Prior to filing, furnishing or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall not, at the date disseminating the Proxy Statement (or any amendment amendments or supplement theretosupplements thereto or documentation or communications related to the Company Stockholders Meeting) is first mailed to shareholders the Stockholders of the Company, at the time Company or responding to comments of the Special Shareholders' SEC or its staff with respect thereto, the Company shall provide Parent and its outside legal counsel with a reasonable opportunity to review and comment on drafts of the Proxy Statement (or any amendments or supplements thereto or documentation or communications related to the Company Stockholders Meeting, if applicable ) and at consider in good faith for inclusion in the Effective Time, be false Proxy Statement (or misleading any amendments or supplements thereto or documentation or communications related to the Company Stockholders Meeting) (including with respect to any material fact, comment letters from the SEC) all comments reasonably proposed by Parent and its outside legal counsel; provided that the Company shall not have any such obligations with respect to any Proxy Statement or omit any other documents or communications relating to state any material fact required a Change of Recommendation made in accordance with Section 7.2. The Company agrees that all information relating to be stated therein or necessary in order to make the statements made therein, Parent and its Subsidiaries included in the light Proxy Statement shall be in form and content satisfactory to Parent, acting reasonably. (v) Without limiting the generality of the circumstances under which they are madeprovisions of Section 7.6, not misleading or necessary to correct any statement in any earlier communication the Company shall promptly notify Parent of the receipt of all comments from the SEC with respect to the solicitation Proxy Statement and of proxies any request by the SEC for the Special Shareholders' Meeting which shall have become false any amendment or misleading. The Schedule 14D-9 and supplement to the Proxy Statement or for additional material information and shall comply promptly provide Parent copies of all written correspondence between the Company and/or its Representatives and the SEC with respect to the Proxy Statement. The Company, with the assistance of Parent as provided for in all material respects as this Section 7.5(a), shall, subject to form with the requirements of Section 7.5(a)(iv) and assuming Parent has satisfied its obligations set forth in Section 7.8(a), (A) use its reasonable best efforts to promptly provide responses to the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty SEC with respect to any information which is supplied comments received on the Proxy Statement by the SEC and any requests by the SEC for any amendment or supplement to the Proxy Statement or for additional information, and (B) use its reasonable best efforts to cause the definitive Proxy Statement to be mailed as promptly as practicable (but in writing by Parent no event later than ten (10) Business Days) after the date the SEC staff confirms that the SEC does not intend to review the preliminary Proxy Statement or Purchaser advises that it has no further comments thereon or which is excerpted from or derived from public sources other than that the Company's public filings with Company may commence mailing the SECProxy Statement (the “Proxy Statement Clearance Date”).

Proxy Statement. Neither None of the Schedule 14D-9 nor information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Registration Statement on Form S-4 or any amendment or supplement thereto pursuant to which Parent Shares issuable in the Merger will be registered with the SEC (the “S-4”) shall at the time the S-4 is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) or 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 were not, not misleading. None of the information supplied or to be supplied by the Company for inclusion in the Offer Documents proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (such proxy statement as amended or supplemented, the “Proxy Statement”) shall, on the date the Proxy Statement is first mailed to the stockholders of the Company and during the pendency of the Stockholders Meeting, at the respective times the Schedule 14D-9, the Offer Documents, or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders time of the Company, as the case may beCompany Requisite Vote, 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 made therein, in the light of the circumstances under which they are were made, not misleading. In Notwithstanding the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is requiredforegoing, neither the information supplied by the Company for inclusion in the proxy statement to be sent to the shareholders of the Company in connection with the Special Shareholders' Meeting (as defined in Section 6.01 hereof), nor the information statement to be sent to shareholders of the Company in connection with the Merger (such proxy or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall not, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders of the Companywill, at the time of the Special Shareholders' Stockholders Meeting, if applicable and at the Effective Time, be false or misleading with respect comply as to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' Meeting which shall have become false or misleading. The Schedule 14D-9 and the Proxy Statement shall comply form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent or Purchaser Merger Sub or any of their respective representatives which is excerpted from contained or derived from public sources other than incorporated by reference in the Company's public filings with the SECProxy Statement.

Proxy Statement. Neither None of the Schedule 14D-9 nor any 14D-9, the information supplied by the Company specifically for inclusion in the Offer Documents or the information to be filed by the Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement") shall, at the respective times the Schedule 14D-9, the Offer Documents, the Information Statement or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders stockholders of the Company, 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 made therein, in the light of the circumstances under which they are made, not misleading. In the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in the The proxy statement to be sent to the shareholders stockholders of the Company in connection with the Special ShareholdersStockholders' Meeting (as defined in Section 6.01 hereof), nor the information statement to be sent to shareholders of the Company in connection with the Merger 6.01) (such proxy or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall not, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders stockholders of the Company, Company or at the time of the Special ShareholdersStockholders' Meeting, if applicable Meeting and at the Effective Time, and, with respect to the Information Statement at the time Shares are accepted for payment in the Offer, be false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading or or, with respect to the Proxy Statement, necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special ShareholdersStockholders' Meeting which shall have become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent, Purchaser or any of their representatives which is contained in any of the foregoing documents or the Offer Documents. The Schedule 14D-9 14D-9, the Information Statement and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent or Purchaser or which is excerpted from or derived from public sources other than the Company's public filings with the SECAct.

Proxy Statement. Neither Subject to the Schedule 14D-9 nor any accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 5.24, none of the information supplied (or to be supplied) in writing by or on behalf of the Company specifically for inclusion or incorporation by reference in (a) the Offer Documents shallForm S-4 to be filed with the SEC by Parent in connection with the Share Issuance will, at the respective times time the Schedule 14D-9, the Offer DocumentsForm S-4, or any amendments amendment or supplements thereto are supplement thereto, is filed with the SEC or are first published, sent or given to shareholders of at the Company, as time it becomes effective under the case may beSecurities Act, 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 made therein, in the light of the circumstances under which they are made, not misleading. In the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d, and (b) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in the proxy statement to be sent to the shareholders of the Company Stockholders in connection with the Special Shareholders' Company Stockholders’ Meeting (as defined in Section 6.01 hereof), nor the information statement to be sent to shareholders of the Company in connection with the Merger (such proxy or information statement, as amended or supplemented, being referred to herein as the "“Proxy Statement"”) shall notwill, at on the date the Proxy Statement (or any amendment or supplement thereto) it is first mailed to shareholders of the CompanyCompany Stockholders, and at the time of the Special Shareholders' Company Stockholders Meeting, if applicable and at the Effective Time, be false or misleading with respect to contain any untrue statement of a material fact, fact or 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 misleading, or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies a proxy for the Special Shareholders' Company Stockholders’ Meeting or the subject matter thereof which shall have become false or misleading. The Schedule 14D-9 and the Proxy Statement shall (except for such portions thereof that relate only to Parent or any Subsidiary of Parent) will comply as to form in all material respects as to form with the applicable requirements of the Exchange Act and the rules and regulations thereunderAct. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by or on behalf of Parent or Purchaser Merger Sub for inclusion or which is excerpted from or derived from public sources other than incorporation by reference in any of the Company's public filings with the SECforegoing documents.

Proxy Statement. Neither the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Offer Documents shall, at the respective times the Schedule 14D-9, the Offer Documents, Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders stockholders of the Company, 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 made therein, in the light of the circumstances under which they are were made, not misleading. In the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote Stockholders' Meeting is requiredheld, neither the information supplied by the Company for inclusion in the proxy statement to be sent to the shareholders stockholders of the Company in connection with the Special ShareholdersStockholders' Meeting (as defined in Section 6.01 hereof7.01), nor the information statement to be sent to shareholders of the Company in connection with the Merger such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall not), shall, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders stockholders of the Company, and at the time of the Special ShareholdersStockholders' Meeting, if applicable and at the Effective Time, be false or misleading with respect to Meeting contain any untrue statement of material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances circumstance under which they are were made, not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special ShareholdersStockholders' Meeting which shall have become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied in writing by Parent, Purchaser or any of Parent's or Purchaser's representatives expressly for inclusion in the foregoing documents. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent or Purchaser or which is excerpted from or derived from public sources other than the Company's public filings with the SEC.

Proxy Statement. Offer Documents and Schedule 14D-9. Neither the Schedule 14D-9 nor any of the information supplied or to be supplied by the Company in writing for inclusion in the Offer Documents shall, at the respective times the Schedule 14D-9, the Offer Documents, Documents or any amendments or supplements thereto are filed with the SEC Commission or are first published, sent or given to shareholders stockholders of the Company, 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 made therein, in the light of the circumstances under which they are were made, not misleading. In the event that Purchaser has not designated a majority of Stockholders' Meeting is held, the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in the proxy statement Proxy Statement to be sent to the shareholders stockholders of the Company in connection with the Special Shareholderssuch Stockholders' Meeting (as defined in Section 6.01 hereof), nor the information statement to be sent to shareholders of the Company in connection with the Merger (such proxy or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall will not, at on the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders stockholders of the Company, Company or at the time of the Special ShareholdersStockholders' Meeting, if applicable and at the Effective Time, be false or misleading with respect to contain any untrue statement of a material fact, fact or 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 were made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' Meeting which shall have become false or misleading. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied or to be supplied by Buyer, Acquisition or any of their respective representatives in writing by Parent or Purchaser or which is excerpted from or derived from public sources other than for inclusion in the Company's public filings foregoing documents. The Schedule 14D-9 and the Proxy Statement, if applicable, shall comply in all material respects with the SECrequirements of the Exchange Act.

Proxy Statement. Neither the Schedule 14D-9 nor any information supplied by the Company for inclusion or incorporation by reference in the Offer Documents shall, at the respective times set out in the Schedule 14D-9, the Offer Documents, Documents or any amendments or supplements thereto that are filed with the SEC or are first published, sent or given to shareholders stockholders of the Company, 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 made therein, in the light of the circumstances under which they are made, not misleading. In the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in Neither the proxy statement to be sent to the shareholders stockholders of the Company in connection with the Special ShareholdersStockholders' Meeting (as defined in Section 6.01 hereof), hereinafter defined) nor the information statement to be sent to shareholders of the Company in connection with the Merger such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall not), shall, at the date the Proxy Statement (or any --------------- amendment or supplement thereto) is first mailed to shareholders stockholders of the Company, at the time of the Special ShareholdersStockholders' Meeting, if applicable Meeting and at the Effective Time, be false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special ShareholdersStockholders' Meeting which shall have become false or misleading. If, at any time prior to the Effective Time, any event with respect to the Company, its officers and directors or any of its Subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the Schedule 14D-9, the Offer Documents or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to Holders. Prior to the filing of such amendment or supplement with the SEC, a copy thereof will be delivered to Parent and its counsel, who shall, to the extent practicable under the circumstances and applicable law, have the opportunity to comment on such amendment or supplement. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent or Purchaser or which is excerpted from or derived from public sources other than the Company's public filings with the SEC.

Proxy Statement. Neither As soon as practicable following the Schedule 14D-9 nor any information supplied date of this --------------- Agreement, Buffton intends to file with the SEC under the Exchange Act, and shall use commercially reasonable efforts to have cleared by the Company for inclusion SEC, a proxy statement (Buffton's proxy statement, as amended or supplemented, is referred to as the "Proxy Statement"), with respect hereto. The Proxy Statement shall be --------------- true and correct in all material respects and shall not omit to state any material fact necessary in order to make such information not misleading, in each case, as of the Offer Documents shalldate of the Proxy Statement. The Proxy Statement will comply in all material respects with the Exchange Act and the rules and regulations thereunder. The Proxy Statement will not, at the respective times time the Schedule 14D-9, the Offer Documents, Proxy Statement (or any amendments amendment or supplements thereto are supplement thereto) is filed in final form with the SEC or are first publishedsent to stockholders, sent or given to shareholders at the time of the CompanyBuffton Stockholders Meeting (as defined in Section 6.13) (and the date of any adjournment thereof), as the case may be, ------------ contain any untrue statement of a material fact or omit to state any a 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. In the event , except that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in the proxy statement to be sent to the shareholders of the Company in connection with the Special Shareholders' Meeting (as defined in Section 6.01 hereof), nor the information statement to be sent to shareholders of the Company in connection with the Merger (such proxy or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall not, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders of the Company, at the time of the Special Shareholders' Meeting, if applicable and at the Effective Time, be false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' Meeting which shall have become false or misleading. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty is being made by Buffton with respect to any information which is supplied to Buffton by ▇▇▇▇▇▇▇ or any affiliate of ▇▇▇▇▇▇▇ specifically for inclusion in writing by Parent the Proxy Statement. Prior to the filing or Purchaser distribution of the Proxy Statement or which is excerpted from any other filing with any federal or derived from public sources other than the Company's public filings with the SECstate agency relating hereto, Buffton shall give ▇▇▇▇▇▇▇ and its counsel an opportunity to review and comment upon such documents.

Proxy Statement. Neither the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Offer Documents shall, at the respective times the Schedule 14D-9, the Offer Documents, Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders stockholders of the Company, 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 made therein, in the light of the circumstances under which they are were made, not misleading. In the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in Neither the proxy statement to be sent to the shareholders stockholders of the Company in connection with the Special Shareholders' Stockholders’ Meeting (as defined in Section 6.01 hereof), nor the information statement to be sent to shareholders of the Company in connection with the Merger such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "“Proxy Statement") shall not”), shall, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders stockholders of the Company, Company and at the time of the Special Shareholders' Stockholders’ Meeting, if applicable and at the Effective Time, be false or misleading with respect to contain any untrue statement of material fact, fact or 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 in which they are were made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' Meeting which shall have become false or misleading. The Schedule 14D-9 and the Proxy Statement and all documents required to be filed by the Company with the SEC or disseminated to Company stockholders in connection with this Agreement and the Transactions shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent or Purchaser or which is excerpted from any of their Representatives for inclusion in any of the foregoing documents or derived from public sources other than the Company's public filings with the SECOffer Documents.

Proxy Statement. Neither the Schedule 14D-9 nor any The information supplied by the Company for inclusion in the Schedule 14D-9 and the Offer Documents shall, at the respective times the Schedule 14D-9, 14D-9 or the Offer Documents, or any amendments or supplements thereto Documents are filed with the SEC or are first published, sent or given to shareholders of the Company, 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 made therein, in the light of the circumstances under which they are made, not misleading. In the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the The information supplied by the Company for inclusion in the proxy statement to be sent to the shareholders stockholders of the Company in connection with the Special ShareholdersStockholders' Meeting (as defined in Section 6.01 hereof), nor Section5.01) or the information statement to be sent to shareholders of the Company in connection with the Merger such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") ), shall not, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders stockholders of the Company, at the time of the Special ShareholdersStockholders' Meeting, if applicable Meeting and at the Effective Time, be false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special ShareholdersStockholders' Meeting which shall have become false or misleading. The Schedule 14D-9 14D-9, Proxy Statement and the Proxy Statement Offer Documents shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes thereunder except that no representation or warranty is made by the Company with respect to any statements made or incorporated by reference therein based on information which is supplied in writing by Parent or Purchaser for inclusion or which is excerpted from or derived from public sources other than the Company's public filings with the SECincorporation by reference therein.

Proxy Statement. Neither At the Schedule 14D-9 nor any time the Proxy Statement is mailed, the Proxy Statement (as defined below) will comply as to form in all material respects with the Exchange Act and the regulations thereunder, except that no representation is being made by the Company with respect to information supplied in writing by or on behalf of Newco specifically for inclusion in the Proxy Statement. None of the information supplied by the Company specifically for inclusion in the Offer Documents Proxy Statement shall, at the respective times time the Schedule 14D-9Proxy Statement is mailed, at the Offer Documents, or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders time of the Company, as Stockholder Meeting or at the case may beEffective 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 made therein, in the light of the circumstances under which they are were made, not misleading. In ; provided, however, that the event that Purchaser has Company is not designated a majority making any representation or warranty as to any of the members information relating to and supplied in writing by or on behalf of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company Newco specifically for inclusion in the Proxy Statement. The letter to stockholders, notice of meeting, proxy statement and form of proxy, or the information statement, as the case may be, to be sent distributed to the shareholders stockholders of the Company in connection with the Special Shareholders' Meeting (as defined in Section 6.01 hereof)Merger, nor and the information statement to be sent to shareholders Schedule 14A and the Schedule 13E-3 filing required under the rules and regulations of the Company SEC in connection with the Merger Transactions (such proxy the "Schedule 13E-3") and any other schedule required to be filed with the SEC in connection therewith, together with any amendments or information statementsupplements thereto, as amended or supplemented, being are collectively referred to herein as the "Proxy Statement.") shall not, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders of the Company, at the time of the Special Shareholders' Meeting, if applicable and at the Effective Time, be false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' Meeting which shall have become false or misleading. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent or Purchaser or which is excerpted from or derived from public sources other than the Company's public filings with the SEC.

Proxy Statement. Neither the Schedule 14D-9 nor any information supplied by the Company to Parent specifically for inclusion in the Offer Documents shall, at the respective times the Schedule 14D-9, the Offer Documents, Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders of the Company, 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 made therein, in the light of the circumstances under which they are were made, not misleading. In the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in Neither the proxy statement to be sent to the shareholders of the Company in connection with the Special Shareholders' ’ Meeting (as defined in Section 6.01 hereof), nor the information statement to be sent to shareholders of the Company in connection with the Merger such shareholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "“Proxy Statement") shall not”), if any, shall, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders of the Company, Company and at the time of the Special Shareholders' ’ Meeting, if applicable and at the Effective Time, be false or misleading with respect to contain any untrue statement of material fact, fact or 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 in which they are were made, not misleading false or misleading, or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' ’ Meeting which that shall have become false or misleading. The Schedule 14D-9 and the Proxy Statement and the information supplied by the Company specifically for inclusion in the Offer Documents shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent or Purchaser or which is excerpted from any of their Representatives specifically for inclusion in any of the Offer Documents, the Schedule 14D-9 or derived from public sources other than the Company's public filings with the SECProxy Statement.

Proxy Statement. Neither the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Offer Documents shall, at the respective times the Schedule 14D-9, the Offer Documents, Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders stockholders of the Company, 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 made therein, in the light of the circumstances under which they are were made, not misleading. In the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in Neither the proxy statement to be sent to the shareholders stockholders of the Company in connection with the Special ShareholdersStockholders' Meeting (as defined in Section 6.01 hereof), nor hereinafter defined) or the information statement to be sent to shareholders of the Company in connection with the Merger such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall not), shall, at the --------------- date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders stockholders of the Company, at the time of the Special ShareholdersStockholders' Meeting, if applicable Meeting and at the Effective Time, be contain any statement which, at the time and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omit which omits 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, therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special ShareholdersStockholders' Meeting which shall have become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent, Purchaser or any of Parent's or Purchaser's representatives for inclusion in the foregoing documents. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent or Purchaser or which is excerpted from or derived from public sources other than the Company's public filings with the SEC.

Proxy Statement. Neither The Company covenants and agrees that: (a) the Schedule 14D-9 nor any information supplied by Proxy Statement (and the Company for inclusion in the Offer Documents shallletter to stockholders, notice of meeting and form of proxy included therewith) will not, at the respective times time that the Schedule 14D-9, the Offer Documents, Proxy Statement or any amendments amendment or supplements supplement thereto are is filed with the SEC or are is first published, sent or given mailed to shareholders the stockholders of the Company, as at the case may betime of the Company Stockholders’ Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading; and (b) the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith) will comply in all material respects with the provisions of applicable federal securities Laws. In Notwithstanding the event foregoing, the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by Parent or Merger Sub for inclusion therein. Parent covenants and agrees that Purchaser has not designated a majority none of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company Parent or Merger Sub in writing expressly for inclusion in the proxy statement to be sent to the shareholders of the Company in connection with the Special Shareholders' Meeting (as defined in Section 6.01 hereof), nor the information statement to be sent to shareholders of the Company in connection with the Merger (such proxy or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall notStatement will, at the date time that the Proxy Statement (is filed with the SEC or any amendment or supplement thereto) is first mailed to shareholders stockholders of the Company, at the time of the Special Shareholders' Meeting, if applicable Company Stockholders’ Meeting and at the Effective Time, be false or misleading with respect to contain any untrue statement of a material fact, fact or 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 or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' Meeting which shall have become false or misleading. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent or Purchaser or which is excerpted from or derived from public sources other than the Company's public filings with the SEC.

Proxy Statement. Neither the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Offer Documents shall, at the respective times the Schedule 14D-9, the Offer Documents, Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders stockholders of 25 21 the Company, 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 made therein, in the light of the circumstances under which they are were made, not misleading. In the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in Neither the proxy statement to be sent to the shareholders stockholders of the Company in connection with the Special ShareholdersStockholders' Meeting (as defined in Section 6.01 hereof), nor hereinafter defined) or the information statement to be sent to shareholders of the Company in connection with the Merger such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall not), shall, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders stockholders of the Company, at the time of the Special ShareholdersStockholders' Meeting, if applicable Meeting and at the Effective Time, be contain any statement which, at the time and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omit which omits 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, therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special ShareholdersStockholders' Meeting which shall have become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Purchaser or any of its representatives for inclusion in any of the foregoing documents or the Offer Documents. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent or Purchaser or which is excerpted from or derived from public sources other than the Company's public filings with the SEC.

Proxy Statement. Neither The information to be included in the Schedule 14D-9 nor and any information supplied by the Company in writing expressly for inclusion or incorporation by reference in the Offer Documents shallshall not, at the respective times the Schedule 14D-9, the Offer Documents, Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders stockholders of the Company, as Company or at the case may beexpiration date or the date of purchase, 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 made therein, in the light of the circumstances under which they are made, not misleading. In the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the The information supplied included or incorporated by the Company for inclusion reference in the proxy statement to be sent to the shareholders stockholders of the Company in connection with the Special Shareholders' Stockholders Meeting (as defined in Section 6.01 hereof)hereinafter defined) will not, nor and the information statement to be sent to shareholders of the Company in connection with the Merger such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall ), will not, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders stockholders of the Company, at the time of the Special Shareholders' Meeting, if applicable Stockholders Meeting and at the Effective Time, be contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' Stockholders Meeting which shall have become false or misleading. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent or Purchaser in writing expressly for inclusion in the Schedule 14D-9 or which is excerpted from or derived from public sources other than Proxy Statement. The Schedule 14D-9 and the Company's public filings Proxy Statement shall comply in all material respects with the SECrequirements of the Exchange Act and the rules and regulations thereunder.

Proxy Statement. Neither None of the Schedule 14D-9 nor any 14D-9, the information supplied by the Company for inclusion in the Offer Documents or the Note Tender Offer Documents or the information to be filed by the Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement") shall, at the respective times the Schedule 14D-9, the Offer Documents, the Note Tender Offer Documents, the Information Statement or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders stockholders of the Company, 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 made therein, in the light of the circumstances under which they are made, not misleading. In the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in the The proxy statement to be sent to the shareholders stockholders of the Company in connection with the Special ShareholdersStockholders' Meeting (as defined in Section 6.01 hereof), nor the information statement to be sent to shareholders of the Company in connection with the Merger ) (such proxy or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall not, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders stockholders of the Company, Company or at the time of the Special ShareholdersStockholders' Meeting, if applicable Meeting and at the Effective Time, and, with respect to the Information Statement at the time Shares are accepted for payment in the Offer and with respect to the Note Tender Offer at the time the Notes (and related Consents) are accepted for payment in the Note Tender Offer, be false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading or or, with respect to the Proxy Statement, necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special ShareholdersStockholders' Meeting which shall have become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent, Purchaser or any of their representatives which is contained in any of the foregoing documents or the Offer Documents or the Note Tender Offer Documents. The Schedule 14D-9 14D-9, the Information Statement and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent or Purchaser or which is excerpted from or derived from public sources other than the Company's public filings with the SEC.

Proxy Statement. Offer Documents and Schedule 14D-9. Neither the Schedule 14D-9 nor any of the information supplied or to be supplied by the Company in writing for inclusion in the Offer Documents shallwill, at the respective times the Schedule 14D-9, the Offer Documents, Documents or any amendments or supplements thereto are filed with the SEC Commission or are first published, sent or given to shareholders of the Company, 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 made therein, in the light of the circumstances under which they are were made, not misleading. In the event that Purchaser has not designated a majority of Shareholders' Meeting is held, the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in the proxy statement Proxy Statement to be sent to the shareholders of the Company in connection with the Special such Shareholders' Meeting (as defined in Section 6.01 hereof), nor the information statement to be sent to shareholders of the Company in connection with the Merger (such proxy or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall will not, at on the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders of the Company, Company or at the time of the Special Shareholders' Meeting, if applicable and at the Effective Time, be false or misleading with respect to contain any untrue statement of a material fact, fact or 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 were made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' Meeting which shall have become false or misleading. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied or to be supplied by Parent, Sub or any of their respective representatives expressly for inclusion in writing by Parent or Purchaser or which is excerpted from or derived from public sources other than the Company's public filings foregoing documents. The Schedule 14D-9 and the Proxy Statement, if applicable, will comply in all material respects with the SECrequirements of the Exchange Act.

Proxy Statement. Neither None of the Schedule 14D-9 nor any information supplied or to be supplied by or on behalf of the Company in writing specifically for inclusion in the Offer Documents shallProxy Statement (including any amendment or supplement thereto and any document incorporated or referenced therein) will, at the respective times time the Schedule 14D-9, the Offer Documents, or any amendments or supplements thereto are Proxy Statement is filed with the SEC SEC, at the time it is mailed to the holders of Shares, at the time the holders of Shares vote on the adoption of this Agreement or are first published, sent at the time any amendment or given to shareholders of supplement thereto is filed with the Company, as the case may beSEC, 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 made therein, in the light of the circumstances under which they are made, not misleading. In Notwithstanding the event that Purchaser has not designated a majority of foregoing, no representation or warranty is made by the members of the Board pursuant Company with respect to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company or on behalf of Parent, Merger Sub, or any Affiliate of Parent or Merger Sub in writing specifically for inclusion in the proxy statement to be sent to the shareholders of the Company in connection with the Special Shareholders' Meeting (as defined in Section 6.01 hereof), nor the information statement to be sent to shareholders of the Company in connection with the Merger (such proxy or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall not. The Proxy Statement will, at the date time the Proxy Statement (is filed with the SEC, at the time it is mailed to the holders of Shares, at the time the holders of Shares vote on the adoption of this Agreement or at the time any amendment or supplement thereto) thereto is first mailed filed with the SEC, comply as to shareholders of the Company, at the time of the Special Shareholders' Meeting, if applicable and at the Effective Time, be false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' Meeting which shall have become false or misleading. The Schedule 14D-9 and the Proxy Statement shall comply form in all material respects as to form with the requirements applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing“Affiliate” of a Person shall mean a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the Company makes no representation first mentioned Person. “Control,” “controlled by” and “under common control with” means the possession, directly or warranty with respect indirectly or as trustee or executor, of the power to any information which is supplied in writing direct or cause the direction of the management policies of a Person, whether through the ownership of stock, as trustee or executor, by Parent contract or Purchaser credit arrangement or which is excerpted from or derived from public sources other than the Company's public filings with the SECotherwise.

Proxy Statement. Neither The proxy statement to be sent to the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Offer Documents shall, at the respective times the Schedule 14D-9, the Offer Documents, or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders of the CompanyCompany in connection with the Shareholders’ Meeting (as defined below) (such proxy statement, as amended or supplemented, being referred to herein as the case may be“Proxy Statement”), 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 made therein, in the light of the circumstances under which they are were made, not false or misleading, or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders’ Meeting which have become false or misleading. In the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in the proxy statement to be sent to the shareholders of the Company in connection with the Special Shareholders' Meeting (as defined in Section 6.01 hereof), nor the information statement to be sent to shareholders of the Company in connection with the Merger The Statement on Schedule 13E-3 (such proxy or information statementStatement, as amended or supplemented, is being referred to herein as the "“Schedule 13E-3”), to be filed by the Company concurrently with the filing of the Proxy Statement") , shall not, at the date the Proxy Statement (or not contain any amendment or supplement thereto) is first mailed to shareholders untrue statement of the Company, at the time of the Special Shareholders' Meeting, if applicable and at the Effective Time, be false or misleading with respect to any a material fact, fact or 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 were made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' Meeting which shall have become false or misleading. The Schedule 14D-9 and the Proxy Statement shall and Schedule 13E-3, insofar as each relates to the Company or its Subsidiaries or other information supplied by the Company for inclusion or incorporation by reference therein, will comply as to form in all material respects as to form with the requirements provisions of the Exchange Act and the rules and regulations thereunderthereunder and other applicable law. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent Acquiror or Purchaser or which is excerpted from or derived from public sources other than any of Acquiror’s Representatives for inclusion in the Company's public filings with the SECProxy Statement.

Proxy Statement. Neither the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Offer Documents shall, at the respective times set out in the Schedule 14D-9, the Offer Documents, Documents or any amendments or supplements thereto that are filed with the SEC or are first published, sent or given to shareholders stockholders of the Company, 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 made therein, in the light of the circumstances under which they are made, not misleading. In the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in Neither the proxy statement to be sent to the shareholders stockholders of the Company in connection with the Special ShareholdersStockholders' Meeting (as defined in Section 6.01 hereof), hereinafter defined) nor the information statement to be sent to shareholders of the Company in connection with the Merger such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall not), shall, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders stockholders of the Company, at the time of the Special ShareholdersStockholders' Meeting, if applicable Meeting and at the Effective Time, be false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special ShareholdersStockholders' Meeting which shall have become false or misleading. The Schedule 24 17 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent or Purchaser or which is excerpted from or derived from public sources other than the Company's public filings with the SEC.

Proxy Statement. Neither the Schedule 14D-9 nor any The information supplied by relating to the Company for inclusion and its Subsidiaries to be contained in the Offer Documents shall, at the respective times the Schedule 14D-9, the Offer Documents, or any amendments or supplements thereto are Proxy Statement and other documents to be filed with the SEC in connection herewith will not, on the date the Proxy Statement is first mailed to holders of Company Common Shares or are first published, sent or given to shareholders at the time of the Company, as the case may beCompany Stockholder Meeting, 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 statements therein not false or misleading at the time and in light of the circumstances under which such statement is made, except that no representation is made by the Company with respect to the information supplied by Parent or REIT Merger Sub. All documents that the Company or the Partnership are responsible for filing with the SEC in connection with the REIT Merger, the Partnership Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. The information relating to the Company and the Subsidiaries to be included in the Form of Election or in any other materials that the Company provides to the holders of Partnership Units pursuant to Section 8.10(b) will not, on the date such form or materials are mailed to the holders of Partnership Units and on the last date on which such forms may be returned pursuant to Section 8.10(b), contain an untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, therein not false or misleading at the time and in the light of the circumstances under which they are such statement is made, not misleading. In except that no representation is made by the event that Purchaser has not designated a majority of the members of the Board pursuant Company with respect to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company TZ REIT or TZ OP for inclusion in the proxy statement to be sent to the shareholders of the Company in connection with the Special Shareholders' Meeting (as defined in Section 6.01 hereof), nor the information statement to be sent to shareholders of the Company in connection with the Merger (such proxy or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall not, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders of the Company, at the time of the Special Shareholders' Meeting, if applicable and at the Effective Time, be false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' Meeting which shall have become false or misleading. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent or Purchaser or which is excerpted from or derived from public sources other than the Company's public filings with the SEC.

Proxy Statement. Neither Promptly after the Schedule 14D-9 nor any information supplied by execution of this Agreement, the Company for inclusion and the Parent will cooperate with each other and use all reasonable efforts to prepare, and the Company and the Parent will file with the SEC, as soon as is reasonably practicable after completion of the Offer, a proxy statement, together with a form of proxy, or information statement, with respect to the Special Meeting (as defined in SECTION 5.3), if such Special Meeting is required to be held pursuant to SECTION 5.3. For the Offer Documents shallpurposes of this Agreement, the term "PROXY STATEMENT" means such proxy or information statement filed in final form with the SEC at the respective times time it initially is mailed to the Schedule 14D-9, stockholders of the Offer Documents, or any Company and all amendments or supplements thereto are thereto, if any, similarly filed with and mailed. The parties will use all reasonable efforts to have the Proxy Statement cleared by the SEC or are first publishedas promptly as practicable after filing and, sent or given as promptly as practicable after the Proxy Statement has been so cleared, will mail the Proxy Statement to shareholders the stockholders of the CompanyCompany as of the record date for the Special Meeting. The Company represents that none of the information provided or to be provided by it, as and the case may beParent and the Purchaser represent that none of the information provided or to be provided by them, contain for use in the Proxy Statement will, on the date the Proxy Statement is first mailed to the stockholders of the Company and on the date of the Special Meeting, be false or misleading with respect to 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 made therein, in the light of the circumstances under which they are made, not misleading. In , and the event that Parent, the Company, and the Purchaser has not designated a majority of the members of the Board pursuant each agrees to the terms of Section 1.02(d) above and a shareholder vote is required, neither the correct any information supplied provided by the Company it for inclusion use in the proxy statement to be sent to the shareholders of the Company in connection with the Special Shareholders' Meeting (as defined in Section 6.01 hereof), nor the information statement to be sent to shareholders of the Company in connection with the Merger (such proxy or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall not, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders of the Company, at the time of the Special Shareholders' Meeting, if applicable and at the Effective Time, be that has become false or misleading with respect to in any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they respect and file such amendments and supplements as are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' Meeting which shall have become false or misleadingnecessary. The Schedule 14D-9 and the Proxy Statement shall will comply as to form in all material respects as to form with the all applicable requirements of the Exchange Act federal securities laws and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent or Purchaser or which is excerpted from or derived from public sources other than the Company's public filings with the SECapplicable state laws.

Proxy Statement. Neither (i) The Company, with the Schedule 14D-9 nor assistance of Parent as provided for in this Section 7.5(a) shall prepare and, assuming Parent has satisfied its obligations set forth in Section 7.8(a), (A) file with the SEC, as promptly as practicable after the date of this Agreement, but in any event within thirty (30) days after the date of this Agreement a proxy statement in preliminary form relating to the Company Stockholders Meeting (such proxy statement, the “Preliminary Proxy Statements” including, for the avoidance of doubt, any amendments or supplements thereto, and the definitive proxy statement related thereto, the “Proxy Statement”) and (B) in furtherance of and not in limitation of the foregoing clause (A), use its reasonable best efforts to file the Preliminary Proxy Statement prior to November 23, 2022; provided that the failure of the Company to file the Preliminary Proxy Statement prior to November 23, 2022 shall not constitute a breach of this Section 7.5(a)(i)(B) or a breach for purposes of Article IX or result in the failure of any of the Closing conditions set forth in Article VIII to be satisfied. Except under the circumstances expressly otherwise permitted under Section 7.2(d)(iii), the Proxy Statement shall include the Company Recommendation. (ii) The Company shall, assuming Parent has satisfied its obligations set forth in Section 7.8(a), use reasonable best efforts to ensure that the Proxy Statement complies in all material respects with the provisions of the Exchange Act and none of the information supplied by the Company it for inclusion or incorporation by reference in the Offer Documents Proxy Statement shall, at the respective times the Schedule 14D-9, the Offer Documents, or any amendments or supplements thereto are filed with the SEC or are first published, sent or given date of mailing to shareholders stockholders of the Company, at the time of the Company Stockholders Meeting or of filing with the SEC (as the case may beapplicable), 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 made therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company assumes no responsibility with respect to information supplied by or on behalf of Parent and Merger Sub or its or their respective Representatives for inclusion or incorporation by reference in the Proxy Statement and Parent and Merger Sub assume no responsibility with respect to information supplied by or on behalf of the Company, its Subsidiaries or its or their respective Representatives for inclusion or incorporation by reference in the Proxy Statement. (iii) If at any time prior to the Company Stockholders Meeting, any information relating to the Company or Parent, or any of their respective Subsidiaries or its or their respective Representatives, should be discovered by a Party, which information should be set forth in an amendment or supplement to the Proxy Statement, so that either the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. In , the event Party that Purchaser has not designated a majority of discovers such information shall as promptly as practicable following such discovery notify the members of other Party or Parties (as the Board pursuant case may be) and after such notification the Company shall, as and to the terms extent required by applicable Law, promptly (A) prepare (with the assistance of Parent as provided for in this Section 1.02(d7.5(a)) above an amendment or supplement to the Proxy Statement and a shareholder vote is required(B) thereafter, neither assuming Parent has satisfied its obligations set forth in Section 7.8(a), cause the information supplied by the Company for inclusion in the proxy statement Proxy Statement as so amended or supplemented to be sent to the shareholders of the Company in connection filed with the Special Shareholders' Meeting (as defined in Section 6.01 hereof), nor the information statement SEC and to be sent disseminated to shareholders of the Company in connection with the Merger its stockholders. (such proxy iv) Prior to filing, furnishing or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall not, at the date disseminating the Proxy Statement (or any amendment amendments or supplement theretosupplements thereto or documentation or communications related to the Company Stockholders Meeting) is first mailed to shareholders the Stockholders of the Company, at the time Company or responding to -62- comments of the Special Shareholders' SEC or its staff with respect thereto, the Company shall provide Parent and its outside legal counsel with a reasonable opportunity to review and comment on drafts of the Proxy Statement (or any amendments or supplements thereto or documentation or communications related to the Company Stockholders Meeting, if applicable ) and at consider in good faith for inclusion in the Effective Time, be false Proxy Statement (or misleading any amendments or supplements thereto or documentation or communications related to the Company Stockholders Meeting) (including with respect to any material fact, comment letters from the SEC) all comments reasonably proposed by Parent and its outside legal counsel; provided that the Company shall not have any such obligations with respect to any Proxy Statement or omit any other documents or communications relating to state any material fact required a Change of Recommendation made in accordance with Section 7.2. The Company agrees that all information relating to be stated therein or necessary in order to make the statements made therein, Parent and its Subsidiaries included in the light Proxy Statement shall be in form and content satisfactory to Parent, acting reasonably. (v) Without limiting the generality of the circumstances under which they are madeprovisions of Section 7.6, not misleading or necessary to correct any statement in any earlier communication the Company shall promptly notify Parent of the receipt of all comments from the SEC with respect to the solicitation Proxy Statement and of proxies any request by the SEC for the Special Shareholders' Meeting which shall have become false any amendment or misleading. The Schedule 14D-9 and supplement to the Proxy Statement or for additional material information and shall comply promptly provide Parent copies of all written correspondence between the Company and/or its Representatives and the SEC with respect to the Proxy Statement. The Company, with the assistance of Parent as provided for in all material respects as this Section 7.5(a), shall, subject to form with the requirements of Section 7.5(a)(iv) and assuming Parent has satisfied its obligations set forth in Section 7.8(a), (A) use its reasonable best efforts to promptly provide responses to the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty SEC with respect to any information which is supplied comments received on the Proxy Statement by the SEC and any requests by the SEC for any amendment or supplement to the Proxy Statement or for additional information, and (B) use its reasonable best efforts to cause the definitive Proxy Statement to be mailed as promptly as practicable (but in writing by Parent no event later than ten (10) Business Days) after the date the SEC staff confirms that the SEC does not intend to review the preliminary Proxy Statement or Purchaser advises that it has no further comments thereon or which is excerpted from or derived from public sources other than that the Company's public filings with Company may commence mailing the SECProxy Statement (the “Proxy Statement Clearance Date”).

Proxy Statement. Neither the Schedule 14D-9 nor any information supplied in writing by the Company for inclusion in the Offer Documents shall, at the respective times the Schedule 14D-9, the Offer Documents, Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders stockholders of the Company, 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 made therein, in the light of the circumstances under which they are were made, not misleading. In the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in Neither the proxy statement to be sent to the shareholders stockholders of the Company in connection with the Special ShareholdersStockholders' Meeting (as defined in Section 6.01 hereof), nor hereinafter defined) or the information statement to be sent to shareholders of the Company in connection with the Merger such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall not), shall, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders stockholders of the Company, at the time of the Special ShareholdersStockholders' Meeting, if applicable Meeting and at the Effective Time, be contain any statement which, at the time and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omit which omits 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, therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special ShareholdersStockholders' Meeting which shall have become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent, Purchaser or any of Parent's or Purchaser's representatives for inclusion in the foregoing documents. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent or Purchaser or which is excerpted from or derived from public sources other than the Company's public filings with the SEC.

Proxy Statement. Neither the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Offer Documents shall, at the respective times the Schedule 14D-9, the Offer Documents, Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders of the Company, 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 made therein, in the light of the circumstances under which they are made, not misleading. In the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in Neither the proxy statement to be sent to the shareholders of the Company in connection with the Special Shareholders' Meeting (as defined in Section 6.01 hereof), hereinafter defined) nor the information statement to be sent to shareholders of the Company in connection with the Merger such shareholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall not), shall, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders of the Company, at the time of the Special Shareholders' Meeting, if applicable Meeting and at the Effective Time, be contain any statement which, at the time and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omit which omits 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, therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' Meeting which shall have become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent, Purchaser or any of Parent's or Purchaser's representatives for inclusion in the foregoing documents. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent or Purchaser or which is excerpted from or derived from public sources other than the Company's public filings with the SEC.

Proxy Statement. Neither the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Offer Documents shall, at the respective times the Schedule 14D-9, the Offer Documents, Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders stockholders of the Company, 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 made therein, in the light of the circumstances under which they are made, not misleading. In the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in Neither the proxy statement to be sent to the shareholders stockholders of the Company in connection with the Special ShareholdersStockholders' Meeting (as defined in Section 6.01 hereof), nor or the information statement to be sent to shareholders of the Company in connection with the Merger such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall not), shall, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders stockholders of the Company, at the time of the Special ShareholdersStockholders' Meeting, if applicable Meeting (as hereinafter defined) and at the Effective Time, be false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special ShareholdersStockholders' Meeting which shall have become false or misleading. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent or Purchaser or which is excerpted from or derived from public sources other than the Company's public filings with the SEC.

Proxy Statement. Neither the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Offer Documents shall, at the respective times set out in the Schedule 14D-9, the Offer Documents, Documents or any amendments or supplements thereto that are filed with the SEC or are first published, sent or given to shareholders stockholders of the Company, 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 made therein, in the light of the circumstances under which they are made, not misleading. In the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in Neither the proxy statement to be sent to the shareholders stockholders of the Company in connection with the Special ShareholdersStockholders' Meeting (as defined in Section 6.01 hereof), hereinafter defined) nor the information statement to be sent to shareholders of the Company in connection with the Merger such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall not), shall, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders stockholders of the Company, at the time of the Special ShareholdersStockholders' Meeting, if applicable Meeting and at the Effective Time, be false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special ShareholdersStockholders' Meeting which shall have become false or misleading. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent or Purchaser or which is excerpted from or derived from public sources other than the Company's public filings with the SEC.

Proxy Statement. Neither (a) For the Schedule 14D-9 nor purposes of holding the meeting of Purchaser's shareholders to vote upon the issuance of Purchaser Stock to the holders of the Company Shares in the Merger as contemplated by this Agreement (the "PURCHASER PROPOSAL"), Purchaser and the Company will cooperate in the preparation of a proxy statement (such proxy statement, together with any and all amendments and supplements thereto, being herein referred to as the "PROXY STATEMENT") satisfying all requirements of applicable state securities Laws, the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "SECURITIES ACT"), and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "SECURITIES EXCHANGE ACT"). (b) The parties hereto will furnish each other with such information concerning each other as is necessary in order to cause the Proxy Statement, to comply with applicable Law. None of the information supplied by the Company either party for inclusion in the Offer Documents shall, at the respective times the Schedule 14D-9, the Offer Documents, Proxy Statement will be false or misleading with respect to any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders of the Company, as the case may be, contain any untrue statement of a 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. In the event that Purchaser has not designated a majority of the members of the Board pursuant The parties agree promptly to advise each other if, at any time prior to the terms meeting of Section 1.02(d) above and a shareholder vote is requiredPurchaser's shareholders referenced herein, neither the any information supplied provided by the Company for inclusion it in the proxy statement to be sent to the shareholders of the Company in connection with the Special Shareholders' Meeting (as defined in Section 6.01 hereof), nor the information statement to be sent to shareholders of the Company in connection with the Merger (such proxy or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall not, at the date the Proxy Statement (is or any amendment becomes incorrect or supplement thereto) is first mailed to shareholders of the Company, at the time of the Special Shareholders' Meeting, if applicable and at the Effective Time, be false or misleading with respect to incomplete in any material fact, respect and to provide such party with the information needed to correct such inaccuracy or omit to state any material fact required to omission. Each party hereto will furnish such other party with such supplemental information as may be stated therein or necessary in order to make cause the statements made therein, in the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' Meeting which shall have become false or misleading. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent or Purchaser or which is excerpted from or derived from public sources other than the Company's public filings with the SEC.Proxy

Proxy Statement. Neither the Schedule 14D-9 nor any The information supplied by the Company Parent for inclusion in the Offer Documents shall, at the respective times the Schedule 14D-9, the Offer Documents, or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders of the Company, 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 made therein, in the light of the circumstances under which they are made, not misleading. In the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in the proxy statement to be sent to the shareholders of the Company in connection with the Special Shareholders' Meeting (as defined in Section 6.01 hereof), nor the information statement to be sent to shareholders of the Company in connection with the Merger (such proxy or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") Statement shall not, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders stockholders of the Company, at the time of the Special Shareholders' Meeting, if applicable and Stockholders’ Meeting or at the Effective Time, (i) contain any untrue statement of a material fact or (ii) 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 false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders’ Meeting which shall have become false or misleading. The information supplied by Parent for inclusion in the Schedule 13E-3 shall not, at the date of the Schedule 13E-3 (or any amendment or supplement thereto), at the time of the Stockholders’ Meeting or 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 made therein, in the light of the circumstances under which they are were made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' Meeting which shall have become false or misleading. The Schedule 14D-9 and the Proxy Statement shall and Schedule 13E-3, insofar as each relates to the Parent or Merger Sub or other subsidiaries of Parent or Merger Sub or other information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, will comply as to form in all material respects as to form with the requirements provisions of the Exchange Act and the rules and regulations thereunderthereunder and other applicable law. Notwithstanding the foregoing, the Company makes Parent and Merger Sub make no representation or warranty with respect to any information which is supplied by the Company or any of its Representatives for inclusion in writing by Parent the Proxy Statement or Purchaser or which is excerpted from or derived from public sources other than the Company's public filings with the SECSchedule 13E-3.

Proxy Statement. Neither The proxy statement to be sent to the Schedule 14D-9 nor any information supplied by stockholders of the Company for inclusion in connection with the Offer Documents shallStockholders’ Meeting (as defined below) (such proxy statement, as amended or supplemented, being referred to herein as the “Proxy Statement”), shall not, at the respective times date the Schedule 14D-9, the Offer Documents, Proxy Statement (or any amendments amendment or supplements thereto are filed with the SEC or are supplement thereto) is first published, sent or given mailed to shareholders stockholders of the Company, as at the case may betime of the Stockholders’ Meeting or 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 made therein, in the light of the circumstances under which they are were made, not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders’ Meeting which shall have become false or misleading. In the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in the proxy statement to be sent to the shareholders of the Company in connection with the Special Shareholders' Meeting (as defined in Section 6.01 hereof), nor the information statement to be sent to shareholders of the Company in connection with the Merger The Statement on Schedule 13E-3 (such proxy or information statementStatement, as amended or supplemented, is being referred to herein as the "“Schedule 13E-3”), to be filed by the Company concurrently with the filing of the Proxy Statement") , shall not, at the date of the Proxy Statement Schedule 13E-3 (or any amendment or supplement thereto) is first mailed to shareholders of the Company), at the time of the Special Shareholders' Meeting, if applicable and Stockholders’ Meeting or at the Effective Time, be false or misleading with respect to contain any untrue statement of a material fact, fact or 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 were made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' Meeting which shall have become false or misleading. The Schedule 14D-9 and the Proxy Statement shall and Schedule 13E-3, insofar as each relates to the Company or its Subsidiaries or other information supplied by the Company for inclusion or incorporation by reference therein, will comply as to form in all material respects as to form with the requirements provisions of the Exchange Act and the rules and regulations thereunderthereunder and other applicable law. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent Parent, Merger Sub or Purchaser any of Parent’s or which is excerpted from or derived from public sources other than Merger Sub’s Representatives for inclusion in the Company's public filings with the SECProxy Statement.

Proxy Statement. Neither The Proxy Statement and the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Offer Documents shall, at the respective times the Schedule 14D-9, the Offer Documents, or any amendments or supplements thereto are Rule 13e-3 Transaction Statement to be filed with the SEC pursuant to Section 13(e) of the Exchange Act ("Schedule 13E-3") with respect to information contained or are first publishedincorporated by reference therein relating to the Special Committee or the financial or legal advisers or actuarial consultants to the Special Committee, sent or given at the time of mailing to shareholders and at the time of the Company, as the case may be, Special Meeting (a) will not contain any an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. In the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in the proxy statement to be sent to the shareholders of the Company in connection with the Special Shareholders' Meeting (as defined in Section 6.01 hereof), nor the information statement to be sent to shareholders of the Company in connection with the Merger (such proxy or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall not, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders of the Company, at the time of the Special Shareholders' Meeting, if applicable and at the Effective Time, be false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' Meeting which shall have become false or misleading. The Schedule 14D-9 and the Proxy Statement shall (b) will comply in all material respects as to form with the requirements of the Exchange Act and the applicable rules and regulations thereunderprescribed by the SEC. Notwithstanding The letter to shareholders, notice of meeting, proxy statement and form of proxy to be distributed to shareholders in connection with the foregoingMerger or any schedule required to be filed with the SEC and any other applicable regulatory authority in connection therewith are collectively referred to herein as the "Proxy Statement." If at any time prior to the Effective Time, the Company makes no representation or warranty any event with respect to any information the Company should occur which is supplied required to be described in writing an amendment of, or a supplement to, the Proxy Statement or the Schedule 13E-3, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by Parent or Purchaser or Law, disseminated to the shareholders of the Company. For purposes of this Section 3.4, any statement which is excerpted from made or derived from public sources other than incorporated by reference in the Company's public filings with Proxy Statement or the SECSchedule 13E-3 shall be deemed modified or superseded to the extent any later filed document incorporated by reference in the Proxy Statement or the Schedule 13E-3 or any statement included in the Proxy Statement or in the Schedule 13E-3 modifies or supersedes such earlier statement.

Proxy Statement. Neither the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Offer Documents shall, at the respective times the Schedule 14D-9, the Offer Documents, or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders The sections of the CompanyProxy Statement set forth on Schedule 3.5(a) hereto, will not, as of (a) the case may betime it is first mailed to the stockholders of IWEST and (b) the date of the IWEST Stockholders’ Meeting, 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 made therein, in the light of the circumstances under which they are were made, not misleading. In To the event that Purchaser has not designated a majority Knowledge of the members Special Committee, the remainder of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in the proxy statement to be sent to the shareholders of the Company in connection with the Special Shareholders' Meeting (as defined in Section 6.01 hereof), nor the information statement to be sent to shareholders of the Company in connection with the Merger (such proxy or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall not, at the date the Proxy Statement (or any amendment or supplement theretoexcluding those sections of the Proxy Statement set forth on Schedule 4.24(a) hereto) will not, as of (a) the time it is first mailed to shareholders the stockholders of IWEST and (b) the date of the Company, at the time of the Special Shareholders' IWEST Stockholders’ Meeting, if applicable and at the Effective Time, be false or misleading with respect to contain any untrue statement of a material fact, fact or 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 were made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' Meeting which shall have become false or misleading. The Schedule 14D-9 and To the Knowledge of the IWEST Special Committee, the Proxy Statement shall will, as of (x) the time it is first mailed to stockholders of the IWEST and (y) the date of the IWEST Stockholders’ Meeting, comply as to form in all material respects as to form with the applicable requirements of the Exchange Act and other applicable Laws. The representations and warranties contained in this Section 3.5 will not apply to statements included in or omissions from the rules and regulations thereunder. Notwithstanding Proxy Statement based upon information furnished in writing, or failed to be so furnished, to IWEST or any Acquisition Entity by the foregoingAgent, TIGI, the Company makes no representation Service Providers, IREIC or warranty with respect to any information which is supplied in writing by Parent or Purchaser or which is excerpted from or derived from public sources other than the Company's public filings with the SECStockholder specifically for use therein.

Proxy Statement. Neither the Schedule 14D-9 nor any The information supplied by the Company for inclusion in the Schedule 14D-9 and the Offer Documents shall, at the respective times the Schedule 14D-9, 14D-9 or the Offer Documents, or any amendments or supplements thereto Documents are filed with the SEC or are first published, sent or given to shareholders of the Company, 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 made therein, in the light of the circumstances under which they are made, not misleading. In the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the The information supplied by the Company for inclusion in the proxy statement to be sent to the shareholders stockholders of the Company in connection with the Special ShareholdersStockholders' Meeting (as defined in Section 6.01 hereof), nor 5.01) or the information statement to be sent to shareholders of the Company in connection with the Merger such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") ), shall not, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders stockholders of the Company, at the time of the Special ShareholdersStockholders' Meeting, if applicable Meeting and at the Effective Time, be false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special ShareholdersStockholders' Meeting which shall have become false or misleading. The Schedule 14D-9 14D-9, Proxy Statement and the Proxy Statement Offer Documents shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes thereunder except that no representation or warranty is made by the Company with respect to any statements made or incorporated by reference therein based on information which is supplied in writing by Parent or Purchaser for inclusion or which is excerpted from or derived from public sources other than the Company's public filings with the SECincorporation by reference therein.

Proxy Statement. Neither the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Offer Documents shall, at the respective times the Schedule 14D-9, the Offer Documents, or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders stockholders of the Company, 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 made therein, in the light of the circumstances under which they are made, not misleading. In the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in Neither the proxy statement to be sent to the shareholders stockholders of the Company in connection with the Special ShareholdersStockholders' Meeting (as defined in Section 6.01 hereof), nor hereinafter defined) or the information statement to be sent to shareholders of the Company in connection with the Merger such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall not), shall, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders stockholders of the Company, at the time of the Special ShareholdersStockholders' Meeting, if applicable Meeting and at the Effective Time, be false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special ShareholdersStockholders' Meeting which shall have become false or misleadingmisleading in any material respect. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Purchaser or any of their respective representatives which is contained in the Schedule 14D-9. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent or Purchaser or which is excerpted from or derived from public sources other than the Company's public filings with the SEC.

Proxy Statement. Neither None of the Schedule 14D-9 nor any information supplied by --------------- the Company or Parent for inclusion in (i) the Offer Documents shall, at the respective times the Schedule 14D-9, the Offer Documents, or any amendments or supplements thereto are registration statement on Form S- 4 to be filed with the SEC by Parent in connection with the issuance of the Common Stock of Parent following the Mergers (such Form S-4, as amended or are first publishedsupplemented, is herein referred to as the "Form S-4") will, at the time the -------- Form S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or 27 necessary to make the statements therein not misleading, (ii) the proxy statement to be sent or given to the shareholders of the CompanyCompany in connection with the Shareholders Meeting (as defined in Section 8.1) (such proxy statement, as amended or supplemented, is herein referred to as the case may be"Proxy Statement") --------------- will, at the date it is first mailed to the Company's shareholders or at the time of the Shareholders Meeting, 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 made therein, in the light of the circumstances under which they are made, not misleading. In misleading or (iii) the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in the proxy statement to be sent to the shareholders of the Company in connection with the Special Shareholders' Meeting (as defined in Section 6.01 hereof), nor the information statement to be sent to shareholders of the Company in connection with the Merger Statement on Schedule 13E-3 (such proxy or information statement, as amended or supplemented, being is herein referred to herein as the "Proxy StatementSchedule 13E-3") shall notto be filed with the SEC by the Company -------------- concurrently with the filing of the Proxy Statement will, at the date the Proxy Statement (or any amendment or supplement thereto) time it is first mailed to shareholders of filed with the CompanySEC, and at any time it is amended or supplemented and at the time of the Special Shareholders' Shareholders Meeting, if applicable and at the Effective Time, be false or misleading with respect to contain any untrue statement of a material fact, fact or 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 or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' Meeting which shall have become false or misleading. The Schedule 14D-9 Form S-4 will, as of its effective date, and the Proxy Statement shall prospectus contained therein will, as of its date, comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder. The Proxy Statement and the Schedule 13E-3 will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, except that no representation is made by the Company makes no representation or warranty Parent with respect to any statements made or incorporated by reference therein based on information which is supplied in writing by Parent or Purchaser or which is excerpted from or derived from public sources other than Acquisition specifically for inclusion in the Company's public filings with the SECProxy Statement.

Proxy Statement. All of the information relating to the Company and its subsidiaries supplied by the Company for inclusion in the Proxy Statement (as defined below), if any such Proxy Statement is required, will not, at the time the Proxy Statement is mailed, contain any statement which, at the time and in the light of the circumstances under which it is made, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not false or misleading or, at the time of the Special Meeting (as defined in Section 5.4) or at the Effective Time, as then amended or supplemented to correct any statement which has become false or misleading in any material respect in any earlier communication with respect to the solicitation of any proxy for such meeting. The Proxy Statement will comply in all material respects, both as to form and otherwise, with the requirements of the Exchange Act and the rules and regulations thereunder. Neither the Schedule 14D-9 nor any of the information relating to the Company and its subsidiaries supplied by the Company for inclusion in the Offer Documents shallwill, at the respective times the Schedule 14D-9, the Offer Documents, or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to the shareholders of the Company, 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 made therein, in the light of the circumstances under which they are were made, not misleading. In the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in the proxy statement to be sent to the shareholders of the Company in connection with the Special Shareholders' Meeting (as defined in Section 6.01 hereof), nor the information statement to be sent to shareholders of the Company in connection with the Merger (such proxy or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall not, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders of the Company, at the time of the Special Shareholders' Meeting, if applicable and at the Effective Time, be false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' Meeting which shall have become false or misleading. The Schedule 14D-9 and the Proxy Statement shall will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunderAct. Notwithstanding the foregoing, the Company makes no representation or warranty pursuant to this Section 4.1(j) with respect to any information supplied by Purchaser or Merger Sub or any of their affiliates which is supplied contained in writing by Parent any of the foregoing documents. The letter to shareholders, Notice of Meeting, Proxy Statement and form of proxy, or Purchaser or which is excerpted from or derived from public sources other than the Company's public filings information statement, as the case may be, to be distributed to shareholders in connection with the SECMerger, or any schedules required to be filed with the SEC in connection therewith are collectively referred to herein as the "Proxy Statement."

Proxy Statement. Neither OFFER DOCUMENTS; SCHEDULE 14D-9; PROXY --------------------------------------------------------------------- STATEMENT. None of the Schedule 14D-9 nor 14D-9, any information supplied in writing by the Company --------- ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ specifically for inclusion in the Offer Documents shallDocuments, and the information to be filed by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), shall at the respective each of the times the Schedule 14D-9, the Offer Documents, or the Information Statement, and any amendments or supplements thereto are filed with the SEC or and are first published, sent or given to shareholders stockholders of the Company▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, 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 made therein, in the light of the circumstances under which they are made, not misleading. In The Proxy Statement and the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in the proxy statement to be sent to the shareholders of the Company in connection with the Special Shareholders' Meeting (as defined in Section 6.01 hereof), nor the information statement to be sent to shareholders of the Company in connection with the Merger (such proxy or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") Information Statement shall not, at each of the date the Proxy Statement dates any such document (or any amendment or supplement thereto) is first mailed to shareholders stockholders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, with respect to the CompanyInformation Statement at the time Shares are accepted for payment in the Offer, and with respect to the Proxy Statement at the time of the Special ShareholdersStockholders' Meeting, if applicable and at the Effective Time, be false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' Meeting which shall have become false or misleading. The Schedule 14D-9 14D-9, the Information Statement and the Proxy Statement shall comply in all material respects as to form with the applicable requirements of the Exchange Act and the applicable rules and regulations thereunder. Notwithstanding the foregoing, the Company ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ makes no representation or warranty with respect to statements made in any of the foregoing documents based on information which is supplied in writing by Parent Falcon or Purchaser Sub or which is excerpted from or derived from public sources other than the Company's public filings with the SECany of their representatives specifically for inclusion therein.

Proxy Statement. Neither the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Offer Documents shall, at the respective times the Schedule 14D-9, the Offer Documents, Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders stockholders of the Company, 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 made therein, in the light of the circumstances under which they are were made, not misleading. In the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in Neither the proxy statement to be sent to the shareholders stockholders of the Company in connection with the Special ShareholdersStockholders' Meeting (as defined in Section 6.01 hereof), nor hereinafter defined) or the information statement to be sent to shareholders of the Company in connection with the Merger such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall not), shall, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders stockholders of the Company, at the time of the Special ShareholdersStockholders' Meeting, if applicable Meeting and at the Effective Time, be contain any statement which, at the time and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omit which omits 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, therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special ShareholdersStockholders' Meeting which shall have become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent, Purchaser or any of Parent's or Purchaser's representatives for inclusion in the foregoing documents. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent or Purchaser or which is excerpted from or derived from public sources other than the Company's public filings with the SEC.

Proxy Statement. Neither the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Offer Documents shall, at the respective times the Schedule 14D-9, the Offer Documents, Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders stockholders of the Company, 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 made therein, in the light of the circumstances under which they are were made, not misleading. In the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in Neither the proxy statement to be sent to the shareholders stockholders of the Company in connection with the Special ShareholdersStockholders' Meeting (as defined in Section 6.01 hereof), nor hereinafter defined) or the information statement to be sent to shareholders of the Company in connection with the Merger such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall not), --------------- shall, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders stockholders of the Company, at the time of the Special ShareholdersStockholders' Meeting, if applicable Meeting and at the Effective Time, be contain any statement which, at the time and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omit which omits 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, therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special ShareholdersStockholders' Meeting which shall have become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent, Purchaser or any of Parent's or Purchaser's representatives for inclusion in the foregoing documents. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent or Purchaser or which is excerpted from or derived from public sources other than the Company's public filings with the SEC.

Proxy Statement. Neither None of the Schedule 14D-9 nor information relating to the Bank contained in (i) a proxy statement (including any information supplied amendment or supplement thereto) to be prepared by the Company Bank in accordance with the Bank’s Articles of Association, Bylaws and applicable law (the “Proxy Statement”) and mailed to the Bank’s shareholders in connection with the solicitation of proxies by the Board of Directors of the Bank for inclusion in use at a special meeting of the Offer Documents shallBank’s shareholders to be called to consider the Merger, this Agreement and the transactions contemplated hereby (the “Bank Shareholder Meeting”) will, at the respective times date of mailing to the Schedule 14D-9, Bank’s shareholders and at the Offer Documents, or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders time of the CompanyBank Shareholder Meeting, 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 made therein, in the light of the circumstances under which they are made, not misleading. In , and (ii) a Registration Statement on Form S-4 (including any prospectus contained therein) to be filed with the event that Purchaser has not designated a majority SEC by FBC for the purpose of registering the members shares of the Board FBC Stock to be issued in exchange for shares of Bank Stock pursuant to this Agreement (the terms of Section 1.02(d“Registration Statement”) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in the proxy statement to be sent to the shareholders of the Company in connection with the Special Shareholders' Meeting (as defined in Section 6.01 hereof), nor the information statement to be sent to shareholders of the Company in connection with the Merger (such proxy or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall notwill, at the date time the Proxy Registration Statement (or any and each amendment or supplement thereto) is first mailed to shareholders of the Company, at the time of the Special Shareholders' Meeting, if applicable and at any, becomes effective under the Effective TimeSecurities Act of 1933, be false or misleading with respect to as amended (“Securities Act”), contain any untrue statement of a material fact, fact or 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, therein not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' Meeting which shall have become false or misleading. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent or Purchaser or which is excerpted from or derived from public sources other than the Company's public filings with the SEC.

Proxy Statement. Neither the Schedule 14D-9 nor any The information to be supplied by the Company for inclusion in Key’s proxy statement (such proxy statement as amended or supplemented is referred to herein as the Offer Documents shall, “Proxy Statement”) shall not at the respective times time the Schedule 14D-9, the Offer Documents, or any amendments or supplements thereto are Proxy Statement is filed with the SEC or are first published, sent or given to shareholders of and at the Company, as time it becomes effective under the case may beSecurities Act, 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 made therein, in the light of the circumstances under which they are made, therein not misleading. In the event that Purchaser has not designated a majority of the members of the Board pursuant The information to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information be supplied by the Company for inclusion in the proxy statement to be sent to the shareholders of the Company in connection with the Special Shareholders' Key Stockholders’ Meeting (as defined in Section 6.01 hereof5.1(a), nor the information statement to be sent to shareholders of the Company in connection with the Merger (such proxy or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall not, at on the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders of the CompanyKey’s stockholders, and at the time of the Special Shareholders' Key Stockholders’ Meeting, if applicable and at the Effective Time, be false or misleading with respect to contain any untrue statement of a material fact, fact or 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 false or misleading; or omit to state any material fact necessary to correct any statement provided by the Company in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' Key Stockholders’ Meeting which shall have has become false or misleading. The Schedule 14D-9 and If at any time prior to the Effective Time, any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in a supplement to the Proxy Statement Statement, the Company shall comply in all material respects as promptly inform Key; provided, however, that if Key fails to form with timely file such supplement or fails to adequately disclose such additional information, that the requirements Company shall have no liability whatsoever to Key, Parent, any Merger Sub or any of the Exchange Act and the rules and regulations thereunderParent’s, Key’s or any Merger Sub’s shareholders, members, directors or officers. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent Key, Parent, any Merger Sub or Purchaser or which is excerpted from or derived from public sources any Person other than the Company's public filings with Company which is contained in any of the SECforegoing documents.