Common use of Proxy Statement Clause in Contracts

Proxy Statement. (a) As promptly as reasonably practicable following the date of this Agreement (but in any event no earlier than thirty (30) days after the date of this Agreement), the Company shall prepare and file with the SEC a proxy statement in preliminary form, as required by the Exchange Act, relating to the Company Stockholder Meeting (together with any amendments or supplements thereto, the “Proxy Statement”). Unless an Adverse Recommendation Change has been made in accordance with Section 6.02, the Company shall include the Special Committee Recommendation and the Company Board Recommendation in any iteration of the Proxy Statement filed in preliminary or definitive form. Parent shall, as promptly as reasonably practicable, furnish to the Company all information concerning Parent and the Merger Subs required by the Exchange Act to be set forth in the Proxy Statement upon request by the Company, and will, upon request of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. If the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments or any request from the SEC (or the staff of the SEC) with respect to the Proxy Statement, (ii) each of the Company and Parent shall use its reasonable best efforts to have the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements and (iii) the Company shall file the Proxy Statement in definitive form with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreement, and in no event more than five (5) Business Days after the date on which the SEC confirms that it will not review, or that it has no further comments on the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement or any response to any comment from the SEC with respect thereto shall be made by the Company without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon. In accordance with the Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence of this Section 6.04(a) and the timing contemplated in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its reasonable best efforts to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing of the Proxy Statement to the Company Stockholders); provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meeting. (b) If the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counsel. (c) If at any time prior to the Effective Time any event, circumstance or information relating to the Company or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, should be discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement so that 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 were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, subject to Section 6.04(b), an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to the Company Stockholders. Each party agrees to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading.

Proxy Statement. (a) As promptly soon as reasonably practicable following the date of this Agreement (but and in any event no earlier later than thirty (30) 30 days after the date execution of this Agreement), the Company shall prepare and file the Proxy Statement with the SEC a proxy statement in preliminary form, as required by under the Exchange Act. The Company will use commercially reasonable efforts to have the Proxy Statement cleared by the SEC. Holding, relating to the Company Stockholder Meeting (together with any amendments or supplements theretoParent, the “Proxy Statement”). Unless an Adverse Recommendation Change has been made in accordance with Section 6.02, Acquiror and the Company shall include cooperate with each other in the Special Committee Recommendation preparation of the Proxy Statement, and the Company Board Recommendation in any iteration shall notify Acquiror of the Proxy Statement filed in preliminary or definitive form. Parent shall, as promptly as reasonably practicable, furnish to the Company all information concerning Parent and the Merger Subs required by the Exchange Act to be set forth in the Proxy Statement upon request by the Company, and will, upon request of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from of the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide Parent with to Acquiror promptly copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. If the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments or any request from the SEC (or the staff of the SEC) with respect to the Proxy Statement, (ii) each representative of the Company and Parent the SEC. The Company shall use give Acquiror and its reasonable best efforts counsel the opportunity to have the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments review and comment on the Proxy Statements Statement and (iii) the Company shall file the Proxy Statement in definitive form any other documents filed with the SEC and cause the definitive Proxy Statement to be or mailed to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreement, and in no event more than five (5) Business Days after the date on which the SEC confirms that it will not reviewprior to their being filed with, or that it has no further comments on the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or amendment or supplement sent to, the Proxy Statement SEC or any response mailed to any comment from the SEC with respect thereto its Stockholders and shall be made by the Company without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent give Acquiror and its counsel a reasonable the opportunity to review and comment thereonon all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. In accordance Each of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable efforts, after consultation with the Company’s organizational documentsother parties hereto, to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence of this Section 6.04(a) and the timing contemplated in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its reasonable best efforts to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing of the Proxy Statement to the Company Stockholders); provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meeting. (b) If the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counsel. (c) If at any time prior to the Effective Time any event, circumstance or information relating to the Company or Parent or any Each of the Company’s or Parent’s Subsidiaries, or their respective officers or directorsHolding, should be discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement so that 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 were made, not misleading, the party that discovers such information Parent and Acquiror promptly shall promptly notify the other parties hereto and, subject to Section 6.04(b), an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to the Company Stockholders. Each party agrees to correct any information provided by it for use and used in the Proxy Statement which that shall have become false or misleadingmisleading in any material respect, and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement to the Proxy Statement as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the Company Stockholders, in each case to the extent required by applicable Law.

Proxy Statement. (a) 5.2.1 As promptly as reasonably practicable following the date of this Agreement (but in any event no earlier than thirty (30) days after the date of this Agreement)hereof, Seller Parties shall prepare, and Buyer Parties shall provide reasonable cooperation to Seller Parties in the Company shall prepare and file with the SEC preparation of, a proxy statement to be sent to Ameritrans’s stockholders in preliminary form, as required by connection with the Exchange Act, relating to the Company Stockholder Ameritrans Stockholders Meeting (together with any amendments amendment thereof or supplements theretothereof, the “Proxy Statement”). Unless an Adverse Recommendation Change has been made in accordance with Section 6.02, the Company shall include the Special Committee Recommendation and the Company Board Recommendation in any iteration of the Proxy Statement filed in preliminary or definitive form. Parent shall, as As promptly as practicable after the date hereof and from time to time thereafter, Buyer Parties shall provide such information regarding Buyer Parties and their Affiliates that Seller Parties may reasonably practicable, furnish to the Company all information concerning Parent and the Merger Subs required by the Exchange Act to be set forth in the Proxy Statement upon request by the Company, and will, upon request of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy Statement. The Company shall promptly notify Parent upon Subject to the timely receipt of any comments from information regarding Buyer Parties that is required to be included in the SEC Proxy Statement, Seller Parties shall: (or the staff of the SECa) or any request from the SEC (or the staff of the SEC) for amendments or supplements to cause the Proxy Statement to comply with the rules and shall regulations promulgated by the SEC; (b) provide Parent Buyer Parties with a reasonable opportunity to review and comment on drafts of the Proxy Statement; (c) promptly cause the Proxy Statement to be filed with the SEC; (d) promptly provide Buyer Parties with copies of all correspondence between the Company and its RepresentativesSeller Parties, Ameritrans or any of their representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. If ; (e) promptly notify Buyer Parties upon the Company receives receipt of any comments or requests from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments or any request from the SEC (or the staff of the SEC) with respect to the Proxy Statement, ; (iif) each promptly respond to any comments or requests of the Company and Parent shall use its reasonable best efforts to have the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements SEC; and (iiig) the Company shall file the Proxy Statement in definitive form with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting Ameritrans’ stockholders as promptly as reasonably practicable after following the date hereof and clearance of this Agreement, and in no the Proxy Statement by the SEC. 5.2.2 If any event more than five (5) Business Days after the date on which the SEC confirms that it will not reviewrelating to Seller Parties occurs, or if Seller Parties become aware of any information, that it has no further comments on should be disclosed in an amendment or supplement to the Proxy Statement, which confirmation then Seller Parties shall be deemed to have occurred if promptly inform Buyer Parties of such event or information and shall, in accordance with the SEC has not affirmatively notified the Company by 11:59 P.M. procedures set forth in Section 5.2.1, (Eastern timea) on the tenth (10th) calendar day following such filing prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable, and (b) if appropriate, cause such amendment or supplement to be mailed to the stockholders of Ameritrans. If any event relating to Buyer Parties or their Affiliates occurs, or if Buyer becomes aware of any information regarding Buyer Parties or their Affiliates that the SEC will is required to be disclosed in an amendment or will not be reviewing supplement to the Proxy Statement. No filing of, then Buyer Parties shall promptly inform Seller Parties of such information. 5.2.3 Seller Parties shall ensure that none of the information included or amendment or supplement to, incorporated by reference in the Proxy Statement or any response to any comment from (other than information provided by Buyer Parties and included in the SEC with respect thereto shall be made by Proxy Statement) will, at the Company without time the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon. In accordance with the Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject Proxy Statement is mailed to the last sentence stockholders of this Section 6.04(a) and Ameritrans or at the timing contemplated in this Section 6.04(a)), time of the Ameritrans Stockholders Meeting (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including or any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its reasonable best efforts to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing of the Proxy Statement to the Company Stockholders); provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of contain any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meeting. (b) If the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counsel. (c) If at any time prior to the Effective Time any event, circumstance or information relating to the Company or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, should be discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. 5.2.4 Buyer Parties shall ensure that none of the information provided by Buyer Parties and included in the Proxy Statement will, at the time the Proxy Statement is mailed to the Ameritrans’ stockholders or at the time of the Ameritrans Stockholders Meeting (or any adjournment or postponement thereof), contain any untrue statement of a material fact or omit to state any material fact required to be included in such information or necessary in order to make statements therein, in light of the circumstances under which they were are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, subject to Section 6.04(b), an appropriate amendment or supplement describing such information shall . 5.2.5 The proxy materials will be promptly filed with the SEC and, sent to the extent required by Applicable LawAmeritrans’ stockholders for the purpose of soliciting proxies from Ameritrans’ stockholders to vote in favor of (i) the adoption of this Agreement and the approval of the transactions contemplated herein and (ii) any other matters that may be properly brought before the Ameritrans’ stockholders to be voted thereon. Ameritrans, disseminated to the Company Stockholders. Each party agrees to correct any information provided by it for use acting through its board of directors, shall include in the Proxy Statement which shall have become false or misleadingthe recommendation of its board of directors that the Ameritrans stockholders vote in favor of the adoption of this Agreement and the approval of the Transaction.

Proxy Statement. (a) As promptly as reasonably practicable Promptly following the date of this Agreement (but in any event no earlier than thirty (30) days after the date of this Agreement), the Company shall prepare and file with the SEC Parent shall, except as otherwise provided for herein, cooperate in preparing a proxy statement in preliminary form, as required by or information statement that meets the requirements of the Exchange Act, relating to the Company Stockholder Meeting Act (together with any amendments thereof or supplements thereto, the “"Proxy Statement”). Unless an Adverse Recommendation Change has been made in accordance with Section 6.02, ") to seek the Company shall include the Special Committee Recommendation approval and the Company Board Recommendation in any iteration adoption of the Proxy Statement filed in preliminary or definitive form. Parent shall, as promptly as reasonably practicable, furnish to the Company all information concerning Parent this Agreement and the Merger Subs required by the Exchange Act to be set forth in the Proxy Statement upon request by the Company, and will, upon request of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy Statement's stockholders. The Company shall promptly notify Parent upon the receipt of any comments from the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between the Company and use its Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. If the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their commercially reasonable best efforts to respond as promptly as reasonably practicable to any comments or any request from the SEC (or the staff of the SEC) with respect to the Proxy Statement, (ii) each of the Company and Parent shall use its reasonable best efforts to have the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements and (iii) the Company shall file the Proxy Statement in definitive form with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting Company's stockholders as promptly as reasonably practicable after the date of this Agreement, and in no event more than five (5) Business Days after the date on which the SEC confirms that it will not review, or that it has no further comments on the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement or any response to any comment from the SEC with respect thereto shall be made by the Company without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon. In accordance with the Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence of this Section 6.04(a) and the timing contemplated in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statementpracticable. The Company shall use its reasonable best efforts to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing of the Proxy Statement to the Company Stockholders); provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meeting. (b) If the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counsel. (c) If at any time prior to the Effective Time any event, circumstance or information relating to the Company or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, should be discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement so that 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 were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, subject to Section 6.04(b), an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to the Company Stockholders. Each party each agrees to correct any information provided by it for use in the Proxy Statement which that shall have become false or misleading. The Company will promptly notify Parent of the receipt of any comments from the SEC and any request by the SEC for any amendment to the Proxy Statement or for additional information. All filings with the SEC, including the Proxy Statement, and all mailings to the Company's stockholders in connection with the Merger, including the Proxy Statement, shall be subject to the prior review and comment by Parent, and shall be reasonably acceptable to Parent. Parent will furnish (or cause to be furnished) to the Company the information relating to it and its Affiliates and FPSH and its Affiliates required by the Exchange Act to be set forth in the Proxy Statement. The Company agrees to use its commercially reasonable efforts, after consultation with the other parties hereto, to respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof filed by it and cause such Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. Subject to Section 6.10, the Company shall include in the Proxy Statement the recommendation of the Special Committee and the recommendation of the Company Board that the Company's stockholders vote in favor of the approval and adoption of this Agreement and the Merger (as the same may be amended, modified or withdrawn in accordance with Section 6.10).

Proxy Statement. (a) As promptly If approval of the Company’s stockholders is required by Delaware Law in order to consummate the Merger other than pursuant to Section 253 of the DGCL, as reasonably soon as practicable following the date of this Agreement (but in any event no earlier than thirty (30) days after the date of this Agreement)Appointment Time, the Company and Parent shall prepare jointly prepare, and the Company shall file with the SEC SEC, a proxy statement for use in preliminary form, as required by connection with the Exchange Act, relating to solicitation of proxies from the Company’s stockholders in connection with the Merger and the Company Stockholder Stockholders’ Meeting (together with any amendments or supplements thereto, the “Proxy Statement”). Unless an Adverse Recommendation Change has been made The Company and Parent, as the case may be, shall furnish all information concerning the Company or Parent as the other party hereto may reasonably request in accordance connection with Section 6.02the preparation and filing with the SEC of the Proxy Statement. Subject to all applicable Legal Requirements, the Company shall include the Special Committee Recommendation and the Company Board Recommendation in any iteration of the Proxy Statement filed in preliminary or definitive form. Parent shall, as promptly as reasonably practicable, furnish to the Company use all information concerning Parent and the Merger Subs required by the Exchange Act to be set forth in the Proxy Statement upon request by the Company, and will, upon request of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. If the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their commercially reasonable best efforts to respond as promptly as reasonably practicable to any comments or any request from the SEC (or the staff of the SEC) with respect to the Proxy Statement, (ii) each of the Company and Parent shall use its reasonable best efforts to have the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements and (iii) the Company shall file the Proxy Statement in definitive form with the SEC and cause the definitive Proxy Statement to be mailed disseminated to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting Company’s stockholders as promptly as reasonably practicable after following the date of this Agreement, and in no event more than five (5) Business Days after the date on which the SEC confirms that it will not review, or that it has no further comments on the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing thereof with the SEC that the SEC will or will not be reviewing the Proxy StatementSEC. No filing of, or amendment or supplement to, or correspondence with the SEC or its staff with respect to the Proxy Statement or any response to any comment from the SEC with respect thereto shall be made by the Company without the written approval of providing Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon. In accordance with the Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence of this Section 6.04(a) and the timing contemplated in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use advise Parent, promptly after it receives notice thereof, of any request by the SEC or its reasonable best efforts staff for an amendment or revisions to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing of the Proxy Statement to the Company Stockholders); providedStatement, howeveror comments thereon and responses thereto, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed requests by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date SEC or its staff for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meeting. (b) If the Company determines that it is required to file any document other than the Proxy Statement with the SEC additional information in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Lawtherewith. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counsel. (c) If at any time prior to the Effective Time Company Stockholders’ Meeting, any event, circumstance or information relating to the Company or Parent Parent, or any of the Company’s or Parent’s Subsidiaries, or their respective directors, officers or directorsaffiliates, should be discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, Parent which should be set forth in an amendment or a supplement to the Proxy Statement so that 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 were made, not misleading, the party that which discovers such information shall promptly notify the other party or parties hereto andhereto, subject to Section 6.04(b)as the case may be, and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC and, to the extent required by Applicable Lawapplicable law, disseminated to the stockholders of the Company. The Company Stockholders. Each party agrees to correct any information provided by it for use in shall cause the Proxy Statement which shall have become false or misleadingto comply as to form and substance in all material respects with the applicable requirements of the Exchange Act and the rules of the Nasdaq.

Proxy Statement. (ai) As promptly as reasonably practicable following after the date execution of this Agreement (but in any event no earlier than thirty (30) days after and subject to receipt by Purchaser of the date necessary and proper financial statements of this Agreement)the Company and its subsidiaries under SEC rules and regulations, the Company Purchaser Parties and with the assistance, cooperation and reasonable best efforts of the Company, shall prepare prepare, and file with the SEC SEC, a proxy statement in preliminary form, on Form 14A (as required by the Exchange Act, relating amended or supplemented from time to the Company Stockholder Meeting (together with any amendments or supplements theretotime, the “Proxy Statement”) relating to (1) the Purchaser Shareholders’ Meeting to approve and adopt: (A) the Business Combination (as defined in Purchaser’s Organizational Documents). Unless an Adverse Recommendation , this Agreement, the Plan of Merger and the other Transaction Documents, the Merger and the other Transactions (the "Business Combination Proposal"), (B) the change of name of the Purchaser to “MicroCloud Hologram Inc.” (the "Change has been made of Name Proposal"), (C) the amendment and restatement of the memorandum and articles of association of the Purchaser in accordance with Section 6.022.5(b) (the "Organizational Documents Proposal"), (D) the Company shall include appointment and removal of the Special Committee Recommendation directors of the Purchaser in accordance with Section 2.4 (the "Director Appointment Proposal"), (E) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy Statement or correspondence related thereto, (F) the issuance of the Consideration Shares in accordance with Nasdaq listing and continuing listing standards, (G) any other proposals as reasonably agreed by the Purchaser and the Company Board Recommendation to be necessary or appropriate in any iteration connection with the transactions contemplated hereby, and (H) adjournment of the Proxy Statement filed Purchaser Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (the "Adjournment Proposal") (such proposals in preliminary or definitive form(A) through (H), collectively, the “Transaction Proposals”). Parent shall, as promptly as reasonably practicable, furnish to the Company all information concerning Parent and the Merger Subs required by the Exchange Act to be set forth in the Proxy Statement upon request by the CompanyThe Purchaser Parties, and will, upon request with the assistance and cooperation of the Company, confirm and/or supplement the information relating shall use their commercially reasonable efforts to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC (or the staff of the SEC1) or any request from the SEC (or the staff of the SEC) for amendments or supplements to cause the Proxy Statement and shall provide Parent when filed with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC (or the staff of to comply in all material respects with all Laws applicable thereto and rules and regulations promulgated by the SEC), on the other hand. If the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i2) each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable to any and resolve all comments or any request received from the SEC (or the staff of the SEC) with respect to concerning the Proxy Statement, (ii3) each cause the Proxy Statement to be declared effective under the Securities Act as promptly as practicable and (4) keep the Proxy Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Company Proxy Statement, the Purchaser Parties shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of Purchaser Ordinary Shares pursuant to this Agreement. As promptly as practicable after finalization and Parent effectiveness of the Proxy Statement, Purchaser shall use its reasonable best efforts to have the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on within five Business Days thereof, mail the Proxy Statements Statement to the Purchaser Shareholders. (ii) Each of the Purchaser Parties and (iii) the Company shall file the Proxy Statement in definitive form with the SEC and cause the definitive Proxy Statement to be mailed furnish to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreementother parties all information concerning itself, its Subsidiaries, officers, directors, managers, shareholders, and other equity holders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in no event more than five (5) Business Days after the date on which the SEC confirms that it will not review, or that it has no further comments on connection with the Proxy Statement, which confirmation shall be deemed to have occurred if or any other statement, filing, notice or application made by or on behalf of the SEC has not affirmatively notified Purchaser Parties, the Company by 11:59 P.M. or their respective Affiliates to any regulatory Authority (Eastern timeincluding Nasdaq) on the tenth (10th) calendar day following such filing in connection with the SEC that Transactions. None of the SEC will or will not be reviewing information provided by the Company Group to the Purchaser Parties for inclusion in the Proxy Statement. No , including, without limitation, financial statements, financial projections, beneficial and legal ownership of Company Shares and description of the business of the Company Group shall (i) contain any material misstatement regarding the Company Group or its financial condition, business operations, assets, liabilities, officers, directors or affiliates or (ii) omit any material information related to the Company Group or its financial condition, business operations, assets, liabilities, officers, directors or affiliates. (iii) Any filing of, or amendment or supplement to, the Proxy Statement will be mutually agreed upon by the Purchaser Parties and the Company. The Purchaser Parties will advise the Company, promptly after receiving notice thereof, of the time when the Proxy Statement has become effective or any response supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of Purchaser Ordinary Shares to be issued or issuable in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide the Company a reasonable opportunity to provide comments and amendments to any comment from the SEC with respect thereto shall be made by such filing. The Purchaser Parties and the Company without the written approval of Parent shall cooperate and mutually agree upon (which shall such agreement not to be unreasonably withheld, conditioned withheld or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity any response to review and comment thereon. In accordance with the Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence of this Section 6.04(a) and the timing contemplated in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as comments of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use SEC or its reasonable best efforts staff with respect to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing of the Proxy Statement and any amendment to the Company Stockholders); provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either Proxy Statement filed in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or response thereto. (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company BoardIf, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meeting. (b) If the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counsel. (c) If at any time prior to the Effective Time Time, any eventinformation, event or circumstance or information relating to the Company or Parent or any of the Company’s or Parent’s Subsidiaries, Purchaser Party or their respective officers or directors, should be discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, a Purchaser Party which should be set forth in an amendment or a supplement to the Proxy Statement Statement, so that the Proxy Statement neither of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, with respect to the Proxy Statement, in light of the circumstances under which they were made, not misleading, the party that discovers such information Purchaser shall promptly notify inform the other parties hereto andCompany. If, subject at any time prior to Section 6.04(b)the Effective Time, any information, event or circumstance relating to the Company, any of its Subsidiaries or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Proxy Statement, the Company shall promptly inform the Purchaser. Thereafter, the Purchaser Parties and the Company shall promptly cooperate in the preparation and filing of an appropriate amendment or supplement to the Proxy Statement describing or correcting such information and the Purchaser Parties shall be promptly filed file such amendment or supplement with the SEC and, to the extent required by Applicable Law, disseminated disseminate such amendment or supplement to the Company Stockholders. Each party agrees to correct any information provided by it for use in the Proxy Statement which shall have become false or misleadingPurchaser Shareholders.

Proxy Statement. (a) As promptly as reasonably practicable following the date of this Agreement (but in any event no earlier than thirty (30) days practical after the date execution of this Agreement), Public Company, with the Company cooperation of Otic Pharma, shall prepare and file with the SEC a proxy statement in preliminary form, as required by the Exchange Act, relating to the Company Stockholder Meeting (together with any amendments or supplements thereto, the “Proxy Statement”). Unless an Adverse Recommendation Change has been made in accordance with Section 6.02, the Otic Pharma shall provide to Public Company shall include the Special Committee Recommendation and the Company Board Recommendation in any iteration of the Proxy Statement filed in preliminary or definitive form. Parent shall, as promptly as reasonably practicable, furnish to the Company practical all information concerning Parent and the Merger Subs regarding Otic Pharma required by the Exchange Act to be set forth in the Proxy Statement upon request by the Company, and will, upon request of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion included in the Proxy Statement. The Public Company shall respond to any comments of the SEC on the preliminary filing(s) of the Proxy Statement and shall use commercially reasonable efforts to file the definitive version of the Proxy Statement as promptly as practicable, and Public Company shall cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after the SEC has completed its review of the preliminary filing of the Proxy Statement (or once 10 days after the initial filing of the preliminary Proxy Statement, if the SEC will not review the Proxy Statement). Public Company shall notify Parent Otic Pharma promptly upon the receipt of any comments from the SEC (or the its staff and of the SEC) or any request from by the SEC (or the its staff of the SEC) for amendments or supplements to the Proxy Statement or any filing pursuant to Section 6.2(b) or for additional information and shall provide Parent supply Otic Pharma with copies of all correspondence between the Public Company and or any of its Representativesrepresentatives, on the one hand, and the SEC (SEC, or the staff of the SEC)its staff, on the other hand. If the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments or any request from the SEC (or the staff of the SEC) with respect to the Proxy Statement, (ii) each of the Statement or any filing pursuant to Section 6.2(b). Public Company and Parent shall use its commercially reasonable best efforts to have the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements and (iii) the Company shall file the Proxy Statement in definitive form with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreement, and in no event more than five (5) Business Days after the date on which the SEC confirms all documents that it will not review, or that it has no further comments on the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such is responsible for filing with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement or any response to any comment from the SEC with respect thereto shall be made by the Company without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon. In accordance with the Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence of under this Section 6.04(a) and the timing contemplated in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its reasonable best efforts to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing of the Proxy Statement to the Company Stockholders); provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meeting. (b) If the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing 6.2 to comply in all material respects with the all applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), law and the Company shall provide Parent rules and its counsel a reasonable opportunity to review and comment thereon, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counsel. (c) If at any time prior to the Effective Time any event, circumstance or information relating to the regulations promulgated thereunder. Whenever either Public Company or Parent or any Otic Pharma shall become aware of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, should be discovered by the Company or Parent, respectively, which, pursuant occurrence of any event which is required to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement so that or any filing pursuant to Section 6.2(b), Public Company or Otic Pharma, as the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements thereincase may be, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify inform the other parties hereto and, subject to Section 6.04(b), an appropriate amendment or supplement describing of such information shall be promptly filed occurrence and cooperate in filing with the SEC andor its staff, and/or mailing to stockholders of Public Company and Otic Pharma, such amendment or supplement. (b) Public Company shall promptly make all necessary filings required of Public Company with respect to the extent required by Applicable LawTransaction under the Securities Act, disseminated to the Company Stockholders. Each party agrees to correct any information provided by it for use in Exchange Act, applicable state blue sky laws and the Proxy Statement which shall have become false or misleadingrules and regulations thereunder.

Proxy Statement. (a) As promptly as reasonably practicable following after the date of this Agreement (but in any event no earlier later than thirty (30) calendar days after the date of this Agreement), the Company Company, with the assistance of Parent, shall prepare and file with the SEC a proxy statement in preliminary form, as required by the Exchange Act, form relating to the Company Stockholder Shareholders Meeting (together with such proxy statement, including, for the avoidance of doubt, any amendments or supplements thereto, and the definitive proxy statement related thereto, the “Proxy Statement”). Unless an Adverse Recommendation Change has been made in accordance with Section 6.02, the Company Parent and Merger Sub shall include the Special Committee Recommendation and the Company Board Recommendation in any iteration of the Proxy Statement filed in preliminary or definitive form. Parent shall, as promptly as reasonably practicable, furnish provide to the Company all such information concerning Parent and as the Merger Subs required by the Exchange Act to be set forth in the Proxy Statement upon Company may reasonably request by the Company, and will, upon request of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy Statement. Subject to Section 7.2, the Proxy Statement shall include the Company Recommendation. (b) The Company shall promptly notify Parent upon the receipt of any comments from the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. If the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments or any request from ensure that the SEC (or Proxy Statement complies in all material respects with the staff provisions of the SEC) with respect to the Proxy Statement, (ii) each Exchange Act. Each of the Company and Parent shall use its reasonable best efforts to have ensure that none of the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements and (iii) the Company shall file information supplied by it, any of its Affiliates or its or their respective Representatives for inclusion or incorporation by reference in the Proxy Statement in definitive form with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after shall, at the date of this Agreementmailing to shareholders of the Company, and in no event more than five (5) Business Days after at the date on which the SEC confirms that it will not review, or that it has no further comments on the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified time of the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such Shareholders Meeting or of filing with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement or any response to any comment from the SEC with respect thereto shall be made by the Company without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayedas applicable), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon. In accordance with the Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence of this Section 6.04(a) and the timing contemplated in this Section 6.04(a)), (x) establish a record date for and give notice contain any untrue statement of a meeting of its stockholdersmaterial fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as in light of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its reasonable best efforts to duly callcircumstances under which they were made, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing of the Proxy Statement to the Company Stockholders)not misleading; provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) the Company assumes no responsibility with respect to information supplied by or on behalf of Parent, its Subsidiaries or its or their respective Representatives for inclusion or incorporation by reference in the written consent of Parent (which shall not be unreasonably withheldProxy Statement, conditioned or delayed), and (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock Parent and Merger Sub assume no responsibility with respect to which proxies have been submitted to vote in favor any information supplied by or on behalf of the adoption of this Agreement to obtain the Required Company Stockholder Approval Company, its Subsidiaries or (iv) if reasonable additional time is necessary its or their respective Representatives for the filing and distribution of any supplemental inclusion or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed incorporation by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, reference in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meeting. (b) If the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counselStatement. (c) If at any time prior to the Effective Time Company Shareholders Meeting, any event, circumstance or information relating to the Company or Parent Parent, or any of the Company’s their respective Subsidiaries or Parent’s Subsidiaries, its or their respective officers or directorsRepresentatives, should be discovered by the Company or Parenta Party, respectively, which, pursuant to the Exchange Act, which information should be set forth in an amendment or a supplement to the Proxy Statement Statement, so that 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 were are made, not misleading, the party Party that discovers such information shall as promptly as practicable following such discovery notify the other parties hereto andParty or Parties (as the case may be) and after such notification the Company shall, subject to Section 6.04(b), an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, as and to the extent required by Applicable applicable Law, promptly (i) prepare (with the assistance of Parent) an amendment or supplement to the Proxy Statement, and (ii) thereafter, cause the Proxy Statement, as so amended or supplemented, to be filed with the SEC as promptly as reasonably practicable and to be disseminated to its shareholders, in each case, as and to the extent required by applicable Law. (d) Prior to filing or mailing the Proxy Statement or responding to any comments of the SEC or its staff with respect thereto, the Company Stockholdersshall (i) provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and (ii) shall give good-faith consideration to any comments reasonably proposed by Parent and its counsel. Each party The Company agrees that all information relating to correct any information provided by it for use Parent, its Affiliates and its and their respective Representatives included in the Proxy Statement which shall have become false be in form and content reasonably satisfactory to Parent. (e) Without limiting the generality of the provisions of Section 7.7, the Company shall promptly notify Parent of the receipt of any comments from the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or misleadingsupplement to the Proxy Statement or for additional information and shall as promptly as practicable following receipt thereof provide Parent, if applicable, copies of all correspondence between the Company, its counsel or its other Representatives and the SEC with respect to the Proxy Statement. The Company, with the assistance of Parent, shall, subject to the requirements of Section 7.5(d) use reasonable best efforts to (i) promptly provide responses to the SEC with respect to any comments received from the SEC on the Proxy Statement and any requests from the SEC for additional information, (ii) amend and supplement the Proxy Statement, as required by the SEC and/or applicable Law and (iii) cause the definitive Proxy Statement to be mailed as promptly as practicable after the date the SEC staff confirms that the SEC does not intend to review the preliminary Proxy Statement or advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement.

Proxy Statement. (a) As promptly soon as reasonably practicable following the date of this Agreement (but in any event no earlier than thirty (30) days after the date of this Agreement)hereof, the Company shall prepare and the Company Proxy Statement, file with the SEC a such proxy statement in preliminary formand such other reports, as required by schedules or other information (including without limitation Schedule 13E-3 under the Exchange Act) as may be required with the SEC, relating respond to comments of the staff of the SEC, if any, file the definitive proxy statement as soon as practicable, and promptly thereafter mail such proxy statement to all holders of record (as of the applicable record date) of Existing Shares. The Company and Recap shall cooperate reasonably with each other in the preparation of the proxy statement and such other materials. Recap shall provide the Company Stockholder Meeting (together and any of its Affiliates with any amendments or supplements thereto, the “Proxy Statement”). Unless an Adverse Recommendation Change has been made in accordance with Section 6.02, the Company shall include the Special Committee Recommendation and the Company Board Recommendation in any iteration of the Proxy Statement filed in preliminary or definitive form. Parent shall, as promptly as reasonably practicable, furnish to the Company all information concerning Parent and the Merger Subs required by the Exchange Act to be set forth in the Proxy Statement upon request by the Company, and will, upon request of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Company Proxy StatementStatement or any other filings required to be made by the Company or any of its Affiliates with any Governmental Entity in connection with the transactions contemplated by this Agreement which may be required under applicable law and which is reasonably requested by the Company or any of its Affiliates. The Company agrees that Recap shall be given reasonable opportunity to review and comment on the proxy statement and such other materials and to approve the proxy statement and such other materials prior to its filing (which approval will not be unreasonably withheld) and thereafter to participate in discussions concerning the comments of the SEC staff and to approve all responses thereto (which approval will not be unreasonably withheld). The Company shall promptly notify Parent upon Recap of the receipt of any the comments from of the SEC (or the staff and of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements to the Company Proxy Statement or for additional information, and shall provide Parent will promptly supply Recap with copies of all correspondence between the Company and or its Representativesrepresentatives, on the one hand, and the SEC (or the staff members of the SEC)its staff, on the other hand. If the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments or any request from the SEC (or the staff of the SEC) with respect to the Proxy Statement, (ii) each of the Company and Parent shall use its reasonable best efforts to have the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements and (iii) the Company shall file the Proxy Statement in definitive form with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreement, and in no event more than five (5) Business Days after the date on which the SEC confirms that it will not review, or that it has no further comments on the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement or any response to any comment from the SEC with respect thereto shall be made by the Company without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereonMerger. In accordance with the Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence of this Section 6.04(a) and the timing contemplated in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its reasonable best efforts to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing of the Proxy Statement to the Company Stockholders); provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meeting. (b) If the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counsel. (c) If at any time prior to the Effective Time Special Meeting any event, circumstance or information relating event should occur which is required by applicable law to the Company or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, should be discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment of, or a supplement to the Proxy Statement so that 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 were made, not misleadingto, the party Company Proxy Statement, the Company will promptly inform Recap. In such case, the Company, with the cooperation of Recap, will, upon earning of such event, promptly prepare and mail such amendment or supplement; provided, that discovers prior to such information mailing, the Company shall promptly notify the other parties hereto and, subject consult with Recap with respect to Section 6.04(b), an appropriate such amendment or supplement describing such information and shall be promptly filed with afford Recap reasonable opportunity to comment thereon. The Company will notify Recap at least 24 hours prior to the SEC andmailing of the Company Proxy Statement, or any amendment or supplement thereto, to the extent required by Applicable Law, disseminated to stockholders of the Company Stockholders. Each party agrees to correct any information provided by it for use in the Proxy Statement which shall have become false or misleadingCompany.

Proxy Statement. (a) As promptly as reasonably practicable following the date of this Agreement (but in any event no earlier than thirty (30) days after the date of this Agreement), the Company shall prepare the Proxy Statement which shall be in form and file substance reasonably satisfactory to Parent. The Company shall: (i) cause the Proxy Statement to comply with the SEC a proxy statement in preliminary form, as required rules and regulations promulgated by the Exchange Act, relating SEC and other applicable Legal Requirements; (ii) provide Parent with a reasonable opportunity to the Company Stockholder Meeting (together with any amendments or supplements thereto, the “Proxy Statement”). Unless an Adverse Recommendation Change has been made in accordance with Section 6.02, the Company shall include the Special Committee Recommendation review and the Company Board Recommendation in any iteration comment on drafts of the Proxy Statement filed in preliminary or definitive form. Parent shallStatement, as promptly as reasonably practicable, furnish to the Company all information concerning Parent and the Merger Subs required by the Exchange Act to be set forth include in the Proxy Statement upon request all changes reasonably proposed by the Company, and will, upon request of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy Statement. The Company shall ; (iii) promptly notify Parent upon the receipt of any comments from the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements to cause the Proxy Statement and shall to be filed with the SEC; (iv) promptly provide Parent with copies of all correspondence between the Company and or any of its Representatives, on the one hand, and the SEC (or the staff of the SEC)its staff, on the other hand. If ; (v) promptly notify Parent upon the Company receives receipt of any comments or requests from the SEC (or the its staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments or any request from the SEC (or the staff of the SEC) with respect to the Proxy Statement, ; (iivi) each provide Parent with a reasonable opportunity to review and comment on any subsequent drafts of the Company and Parent shall use its reasonable best efforts to have the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements and (iii) the Company shall file the Proxy Statement and any related correspondence and filings, and include in definitive form with the Proxy Statement and in any such correspondence and filings all changes reasonably proposed by Parent; (vii) promptly respond to any comments or requests of the SEC or its staff; and (viii) cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting Company’s shareholders as promptly as reasonably practicable after following the date of this Agreement. To the extent practicable, the Company and its outside counsel shall permit Parent and its outside counsel to participate in no event more than five (5) Business Days after the date on which all communications with the SEC confirms that it will not review, or that it has no further comments on and its staff (including all meetings and telephone conferences) relating to the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement this Agreement or any response to any comment from the SEC with respect thereto shall be made by the Company without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon. In accordance with the Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence of this Section 6.04(a) and the timing contemplated in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its reasonable best efforts to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing of the Proxy Statement to the Company Stockholders); provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder MeetingContemplated Transactions. (b) If any event relating to any of the Acquired Corporations occurs, or if the Company determines becomes aware of any information, that it is required should be disclosed in an amendment or supplement to file any document other than the Proxy Statement with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”)Statement, then the Company shall use its reasonable best efforts to promptly inform Parent of such event or information and shall, in accordance with the procedures set forth in Section 5.1(a), (i) prepare and file such Other Required Company Filing to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned such amendment or delayed)supplement as soon thereafter as is reasonably practicable, and the Company shall provide Parent and its counsel a reasonable opportunity (ii) if appropriate, cause such amendment or supplement to review and comment thereon, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counsel. (c) If at any time prior be mailed to the Effective Time any event, circumstance or information relating to the Company or Parent or any shareholders of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, should be discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement so that 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 were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, subject to Section 6.04(b), an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to the Company Stockholders. Each party agrees to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading.

Proxy Statement. (a) As promptly as reasonably practicable after the execution of this Agreement, and in any event within forty (40) days following the date of this Agreement (but in any event no earlier than thirty (30) days after the date of this Agreement)hereof, the Company Seller shall prepare and file with the SEC Securities and Exchange Commission (the "SEC") a proxy statement in preliminary formstatement, as required by the Exchange Acttogether with a form of proxy, relating to the Company Stockholder Seller Stockholders’ Meeting (as defined below) (together with any amendments or supplements thereto, the “"Proxy Statement”). Unless an Adverse Recommendation Change has been made in accordance with Section 6.02, the Company ") and shall include the Special Committee Recommendation and the Company Board Recommendation in any iteration of use its commercially reasonable efforts to have the Proxy Statement filed in preliminary or definitive form. Parent shall, as promptly as reasonably practicable, furnish to the Company all information concerning Parent and the Merger Subs required cleared by the Exchange Act SEC. Each of Seller and Buyer shall use its commercially reasonable efforts to be set forth in the Proxy Statement upon request respond to any comments made by the CompanySEC and, and willif required, upon request of the Company, confirm and/or to amend or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy Statement. The Company Each of Seller and Buyer shall promptly notify Parent upon furnish all information concerning it and the receipt holders of any comments from its capital stock as the SEC (or other party may reasonably request in connection with such actions and the staff preparation of the SEC) or any request from Proxy Statement. As promptly as practicable after the SEC (or the staff execution of the SEC) for amendments or supplements to this Agreement, Seller shall mail the Proxy Statement and to its stockholders. Notwithstanding the foregoing, Seller shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. If the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments or any request from the SEC (or the staff of the SEC) with respect to not mail the Proxy Statement, (ii) each of the Company and Parent shall use its reasonable best efforts to have the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements and (iii) the Company shall file the Proxy Statement in definitive form with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreement, and in no event more than five (5) Business Days after the date on which the SEC confirms that it will not review, or that it has no further comments on the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or any amendment or supplement tothereto, the Proxy Statement or any response to any comment from the SEC without (i) providing Buyer with respect thereto shall be made by the Company without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereonthereon and (ii) including therein any comments reasonably proposed by Buyer. In accordance with the CompanySeller’s organizational documents, the Company through the Company Board of Directors shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence recommend approval of this Section 6.04(aAgreement and the transactions contemplated herein by Seller’s stockholders, and the Proxy Statement shall contain such recommendation. Seller will provide Buyer with copies of all correspondence between Seller (or its Representatives) and the timing contemplated in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail SEC relating to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its reasonable best efforts to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing of the Proxy Statement to the Company Stockholders); provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meeting. (b) If Each of Buyer and Seller shall promptly inform the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such documentparty if, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counsel. (c) If at any time prior to the Effective Time Seller Stockholders’ Meeting, any eventinformation, event or circumstance or information relating to the Company or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, should be discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement so that 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 were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, subject to Section 6.04(b), an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to the Company Stockholders. Each party agrees to correct any information provided by it for use in the Proxy Statement which shall have become false or misleadingStatement.

Proxy Statement. (a) As promptly Seller will, as reasonably soon as practicable following the date of this Agreement Execution Date (but and in any event no earlier than thirty event, within eight (30) days after 8) Business Days following the date of this AgreementExecution Date), the Company shall prepare and file with the SEC a proxy statement in preliminary form, as required by the Exchange Act, relating to the Company Stockholder Meeting (together with any amendments or supplements thereto, the “Proxy Statement”). Unless an Adverse Recommendation Change has been made in accordance with Section 6.02, the Company shall include the Special Committee Recommendation and the Company Board Recommendation in any iteration of the Proxy Statement filed in preliminary or definitive form. Parent shall, as promptly as reasonably practicable, furnish to the Company all information concerning Parent and the Merger Subs required by the Exchange Act to be set forth in the Proxy Statement upon request by the Company, and will, upon request of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. If the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments or any request from the SEC (or the staff of the SEC) with respect to the Proxy Statement, (ii) each of the Company and Parent shall use its reasonable best efforts to have the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements and (iii) the Company shall file the Proxy Statement in definitive form connection with the SEC and Stockholders Meeting in preliminary form. Seller shall cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreement, and in no event more than five (5) Business Days after the date on which the SEC confirms that it will not review, or that it has no further comments on the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement or any response to any comment from the SEC with respect thereto shall be made by the Company without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon. In accordance with the Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence of this Section 6.04(a) and the timing contemplated in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its reasonable best efforts to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing of the Proxy Statement to the Company Stockholders); provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) comply with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), applicable rules and regulations promulgated by the SEC and (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of not contain any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meeting. (b) If the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counsel. (c) If at any time prior to the Effective Time any event, circumstance or information relating to the Company or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, should be discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, . Seller will use its reasonable best efforts to respond as promptly as practicable to any comments of the party that discovers such information SEC with respect thereto and will give Purchaser and its counsel reasonable opportunity to review and comment on the initial preliminary Proxy Statement and all subsequent forms or versions of or amendments or supplements to the Proxy Statement prior to the filing thereof with the SEC or dissemination to the stockholders and Seller shall promptly notify give reasonable and good faith consideration to any timely comments thereon made by the other parties hereto andParty or its counsel. Seller will (i) notify Purchaser promptly (and in any event, subject within twenty-four (24) hours) of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to Section 6.04(bthe Proxy Statement or for additional information and will promptly supply Purchaser with copies of all correspondence between Seller or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement (including copies of all comments from the SEC), (ii) provide Purchaser and its counsel with a reasonable opportunity to review and comment on any proposed correspondence between it or any of its Representatives and on the one hand and the SEC or its staff on the other hand with respect to the Proxy Statement and shall give reasonable and good faith consideration to any comments thereon made by Purchaser or its counsel and (iii) promptly provide Purchaser with final copies of any correspondence sent by it or any of its Representatives to the SEC or its staff with respect to the Proxy Statement, and of any amendments or supplements to the Proxy Statement. If at any time prior to receipt of the Stockholder Approval there shall occur any event that should be set forth in an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable LawProxy Statement, disseminated to the Company Stockholders. Each party agrees to correct including correcting any information provided by it for use that has become false or misleading in any material respect, Seller will promptly prepare and deliver to its stockholders such an amendment or supplement. Seller shall (i) commence mailing the Proxy Statement which to Seller’s stockholders as promptly as practicable within three (3) Business Days of being informed by the SEC staff that it does not plan to provide comments or it has no further comments on the preliminary form of the Proxy Statement, and (ii) take all necessary action, including establishing a record date and completing a broker search pursuant to Section 14a-13 of the Exchange Act in accordance with Section 6.8, to permit the foregoing. Subject to the terms and conditions of this Agreement, including Section 6.6, the Proxy Statement will include the Board Recommendation and the Board consents to such inclusion. The Proxy Statement shall have become false or misleadinginclude the notice of the Stockholders Meeting.

Proxy Statement. (a) As promptly as reasonably practicable following the date of this Agreement (but in any event no earlier than thirty (30) days after the date execution of this Agreement), Public Company, with the Company cooperation of Private Company, shall prepare and file with the SEC a proxy statement in preliminary form, as required by the Exchange Act, relating to the Company Stockholder Meeting (together with any amendments or supplements thereto, the “Proxy Statement”). Unless an Adverse Recommendation Change has been made in accordance with Section 6.02, the Private Company shall include the Special Committee Recommendation and the (i) provide to Public Company Board Recommendation in any iteration of the Proxy Statement filed in preliminary or definitive form. Parent shall, as promptly as practicable all information, including financial statements and descriptions of its business and financial condition, as Public Company may reasonably practicable, furnish to the Company all information concerning Parent and the Merger Subs required by the Exchange Act to be set forth in the Proxy Statement upon request by the Company, and will, upon request of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy Statement and (ii) cause the timely cooperation of its independent public accountants in connection with the preparation and filing of the Proxy Statement, including by causing such accountants to provide a consent to the inclusion of such accountants’ reports in respect of the financial statements of Private Company in the Proxy Statement and to the reference to such accountant firm as an “expert” therein. The Public Company shall (and Private Company shall furnish such assistance as Public Company may reasonably request in connection with Public Company’s efforts to) respond to any comments of the SEC with respect to the Proxy Statement, use commercially reasonable efforts to file the definitive version of the Proxy Statement as promptly as practicable and cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after the SEC has completed its review of the preliminary filing of the Proxy Statement (or once 10 days after the initial filing of the preliminary Proxy Statement, if the SEC will not review the Proxy Statement). Public Company shall notify Parent Private Company promptly upon the receipt of any comments from the SEC (or the its staff with respect to the, of the SEC) or any request from by the SEC (or the its staff of the SEC) for amendments or supplements to the Proxy Statement of any request by the SEC or its staff for additional information with respect to the Proxy Statement, and shall provide Parent supply Private Company with copies of all correspondence between the Public Company and or any of its Representativesrepresentatives, on the one hand, and the SEC (SEC, or the staff of the SEC)its staff, on the other hand. If the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments or any request from the SEC (or the staff of the SEC) with respect to the Proxy Statement, (ii) each . Each of the Public Company and Parent Private Company shall notify the other such partner promptly upon the receipt of any comments from the SEC or its staff with respect to any filing made by such party pursuant to Section 6.2(b), of any request by the SEC or its staff for amendments or supplements to any filing made by such party pursuant to Section 6.2(b) or of any request by the SEC or its staff for additional information with respect to any filing made by such party pursuant to Section 6.2(b), and shall supply the other such party with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff, on the other hand, with respect to any filing made by such party pursuant to Section 6.2(b). Each of Public Company and Private Company shall use its commercially reasonable best efforts to have the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements and (iii) the Company shall file the Proxy Statement in definitive form with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreement, and in no event more than five (5) Business Days after the date on which the SEC confirms all documents that it will not review, or that it has no further comments on the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such is responsible for filing with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement or any response to any comment from the SEC with respect thereto shall be made by the Company without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon. In accordance with the Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence of other regulatory authorities under this Section 6.04(a) and the timing contemplated in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its reasonable best efforts to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing of the Proxy Statement to the Company Stockholders); provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meeting. (b) If the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing 6.2 to comply in all material respects with the all applicable requirements of law and the Exchange Act rules and other Applicable Lawregulations promulgated thereunder. Except in connection with an Adverse Recommendation Change Whenever either Public Company or thereafter, the Private Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counsel. (c) If at any time prior to the Effective Time any event, circumstance or information relating to the Company or Parent or any become aware of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, should be discovered by the Company or Parent, respectively, which, pursuant occurrence of any event which is required to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement so that or any filing pursuant to Section 6.2(b), Public Company or Private Company, as the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements thereincase may be, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify inform the other parties hereto and, subject to Section 6.04(b), an appropriate amendment or supplement describing of such information shall be promptly filed occurrence and cooperate in filing with the SEC andor its staff or any other regulatory authority, and/or mailing to stockholders of Public Company and Private Company, such amendment or supplement. (b) Each of Public Company and Private Company shall promptly make all filings (other than the Proxy Statement) that it is required to make with respect to the extent required by Applicable LawTransaction under the Securities Act, disseminated to the Company Stockholders. Each party agrees to correct any information provided by it for use in Exchange Act, applicable state blue sky laws and the Proxy Statement which shall have become false or misleadingrules and regulations thereunder.

Proxy Statement. (a) As promptly as reasonably practicable following the date of this Agreement (but in any event no earlier than thirty (30) days after the date of this Agreement), the Company shall prepare and file with the SEC a proxy statement in preliminary form, as required by the Exchange Act, relating to be sent to the Company’s stockholders in connection with the Company Stockholder Stockholders’ Meeting (together with any amendments or supplements thereto, the “Proxy Statement”). Unless an Adverse Recommendation Change has been made in accordance The Company shall: (i) cause the Proxy Statement to comply with Section 6.02, the Company shall include rules and regulations promulgated by the Special Committee Recommendation SEC; (ii) provide Parent with a reasonable opportunity to review and the Company Board Recommendation in any iteration comment on drafts of the Proxy Statement filed in preliminary or definitive form. Parent shallStatement, as promptly as reasonably practicable, furnish to the Company all information concerning Parent and the Merger Subs required by the Exchange Act to be set forth include in the Proxy Statement upon request all changes reasonably proposed by the Company, and will, upon request of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy Statement. The Company shall ; (iii) promptly notify Parent upon the receipt of any comments from the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements to cause the Proxy Statement and shall to be filed with the SEC; (iv) promptly provide Parent with copies of all correspondence between the Company and or any of its Representatives, on the one hand, and the SEC (or the staff of the SEC)its staff, on the other hand. If ; (v) promptly notify Parent upon the Company receives receipt of any comments or requests from the SEC (or the its staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments or any request from the SEC (or the staff of the SEC) with respect to the Proxy Statement, ; (iivi) each provide Parent with a reasonable opportunity to review and comment on any subsequent drafts of the Company and Parent shall use its reasonable best efforts to have the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements and (iii) the Company shall file the Proxy Statement and any related correspondence and filings, and include in definitive form with the Proxy Statement and in any such correspondence and filings all changes reasonably proposed by Parent; (vii) promptly respond to any comments or requests of the SEC or its staff; and (viii) cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting Company’s stockholders as promptly as reasonably practicable after following the date of this Agreement. To the extent practicable, the Company and its outside counsel shall permit Parent and its outside counsel to participate in no event more than five (5) Business Days after the date on which all communications with the SEC confirms that it will not review, or that it has no further comments on and its staff (including all meetings and telephone conferences) relating to the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement this Agreement or any response to any comment from the SEC with respect thereto shall be made by the Company without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon. In accordance with the Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence of this Section 6.04(a) and the timing contemplated in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its reasonable best efforts to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing of the Proxy Statement to the Company Stockholders); provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder MeetingContemplated Transactions. (b) If any event relating to any of the Acquired Corporations occurs, or if the Company determines becomes aware of any information, that it is required should be disclosed in an amendment or supplement to file any document other than the Proxy Statement with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”)Statement, then the Company shall use its reasonable best efforts to promptly inform Parent of such event or information and shall, in accordance with the procedures set forth in Section 5.1(a), (i) prepare and file such Other Required Company Filing to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned such amendment or delayed)supplement as soon thereafter as is reasonably practicable, and (ii) if appropriate, cause such amendment or supplement to be mailed to the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon, and stockholders of the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counselCompany. (c) If The Company shall ensure that none of the information included or incorporated by reference in the Proxy Statement will, at any the time prior the Proxy Statement is mailed to the Effective Time any event, circumstance or information relating to stockholders of the Company or Parent at the time of the Company Stockholders’ Meeting (or any of the Company’s adjournment or Parent’s Subsidiariespostponement thereof), or their respective officers or directors, should be discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement so that the Proxy Statement would not include contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, subject to Section 6.04(b), an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to the Company Stockholders. Each party agrees to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading.

Proxy Statement. (a) As promptly as reasonably practicable following the date of this Agreement (but in any event no earlier than thirty (30) days after the date execution of this Agreement), the Company Exodus shall prepare and file prepare, with the SEC a proxy statement in preliminary form, as required by the Exchange Act, relating to the Company Stockholder Meeting (together with any amendments or supplements thereto, the “Proxy Statement”). Unless an Adverse Recommendation Change has been made in accordance with Section 6.02, the Company shall include the Special Committee Recommendation and the Company Board Recommendation in any iteration of the Proxy Statement filed in preliminary or definitive form. Parent shall, as promptly as reasonably practicable, furnish to the Company all information concerning Parent and the Merger Subs required by the Exchange Act to be set forth in the Proxy Statement upon request by the Company, and will, upon request cooperation of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Exodus Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. If the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties Exodus shall use their reasonable its best efforts to respond as promptly as reasonably practicable to any comments or any request from the SEC (or the staff of the SEC) with respect to the Proxy Statement, (ii) each of the Company and Parent shall use its reasonable best efforts to have the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements and (iii) the Company shall file the Exodus Proxy Statement in definitive form with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting soon as promptly as reasonably practicable after the date of this Agreement, and in no event more than five (5) Business Days after the date on which the SEC confirms that it will not review, or that it has no further comments on the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified Company provides audited financial statements of the Company by 11:59 P.M. (Eastern time) on for inclusion in the tenth (10th) calendar day following such filing with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or amendment or supplement to, the Exodus Proxy Statement or any response to any comment from the SEC with respect thereto shall be made by the Company without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon. In accordance with the Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, to clear all SEC comments and mail the Exodus Proxy Statement to all stockholders of Exodus entitled to receive such notice under Delaware Law as promptly as reasonably practicable (but subject to the last sentence of this Section 6.04(a) and the timing contemplated in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statementpossible thereafter. The Company shall use its reasonable best efforts to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in Whenever any event within thirty five (35) days following the date of first mailing of the Proxy Statement to the Company Stockholders); provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock occurs with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meeting. (b) If the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counsel. (c) If at any time prior to the Effective Time any event, circumstance or information relating to the Company or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, should be discovered by the Company or Parent, respectively, which, pursuant Exodus that is required to the Exchange Act, should be set forth in an amendment or a supplement to the Exodus Proxy Statement, the applicable party shall promptly inform the other party of such occurrence and cooperate in mailing to stockholders of Exodus such amendment or supplement. The Exodus Proxy Statement so shall include the recommendation of the Board of Directors of Exodus that the Proxy Statement would Exodus stockholders vote in favor of the issuance of shares of Exodus Common Stock in the Merger and the conclusion of the Board of Directors that the terms and conditions of the Merger are fair to the stockholders of Exodus (the "Recommendation"), along with a copy of the written opinion referred to in -------------- Section 3.13; provided, however, that nothing in this Agreement shall prevent -------- ------- the Board of Directors of Exodus from withholding, withdrawing, amending or modifying the Recommendation if (i) Exodus receives an unsolicited, bona fide Third Party Acquisition Proposal (as defined in Section 5.7(b)) that is conditioned on (or requires) the cancellation, termination, abandonment or modification of the Merger or any of the other transactions contemplated by the Ancillary Agreements or the Commercial Agreements (an "Exodus Acquisition ------------------ Offer") and such Exodus Acquisition Offer is not include any misstatement withdrawn, (ii) Exodus shall ----- have provided written notice to the Company advising the Company that Exodus has received an Exodus Acquisition Offer, specifying all of the material terms and conditions of such an Exodus Acquisition Offer and identifying the person or entity making such Exodus Acquisition Offer, (iii) the Board of Directors of Exodus concludes in good faith, after consultation with its outside legal counsel and a material fact or omit to state any material fact necessary to make the statements thereinfinancial advisor of national standing, that, in light of the circumstances under which they were made, not misleadingsuch Exodus Acquisition Offer, the party that discovers such information shall promptly notify the other parties hereto andwithholding, subject to Section 6.04(b)withdrawal, an appropriate amendment or supplement describing such information shall be promptly filed modification of the Recommendation is required in order for the Board of Directors of Exodus to comply with its fiduciary obligations to Exodus' stockholders under applicable law. Except as provided in the SEC andimmediately preceding sentence the Board of Directors of Exodus will not withhold, withdraw, amend or modify the Recommendation (a "Withdrawal of Recommendation"). Anything to the extent required by Applicable Law---------------------------- contrary contained herein notwithstanding, disseminated Exodus shall not include in the Exodus Proxy Statement any information with respect to the Company Stockholders. Each party agrees or its affiliates or associates, the form and content of which information shall not have been approved by the Company prior to correct any information provided by it for use in the Proxy Statement which shall have become false such inclusion (such approval not to be unreasonably withheld or misleadingdelayed).

Proxy Statement. (a) As The Company shall (i) as promptly as reasonably practicable following the date of this Agreement (but in any event no earlier than thirty (30) days after the date of this Agreement), the Company shall prepare and file with the SEC a proxy statement in preliminary form, as required by the Exchange Act, relating to the Company Stockholder Stockholders' Meeting (together with any amendments thereof or supplements theretothereto and any other required proxy materials, the “"Proxy Statement”"). Unless an Adverse Recommendation Change has been made , (ii) respond as promptly as reasonably practicable to any comments received from the staff of the SEC with respect to such filings, (iii) as promptly as reasonably practicable prepare and file any amendments or supplements necessary to be filed in accordance with Section 6.02, response to any such comments and (iv) use its reasonable best efforts to have cleared by the Company shall include staff of the Special Committee Recommendation and the Company Board Recommendation in any iteration of SEC the Proxy Statement filed in preliminary or definitive form. Parent shalland thereafter mail to its stockholders as promptly as reasonably practicable such Proxy Statement, and (v) to the extent required by applicable Law, as promptly as reasonably practicable, furnish file and mail to the Company all information concerning Parent and the Merger Subs required by the Exchange Act stockholders any supplement or amendment to be set forth in the Proxy Statement upon request by the Company, and will, upon request of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments (written or oral) from the SEC (or the its staff of the SEC) or any request from the SEC (or the its staff of the SEC) for amendments or supplements to the Proxy Statement Statement, shall consult with Parent and provide Parent with the opportunity to review and comment on any response to such comments or requests prior to responding to any such comments or request, and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC (or the staff of the SEC)and its staff, on the other hand. If Parent shall cooperate with the Company receives comments from in connection with the SEC (or the staff preparation and filing of the SEC) on the preliminary Proxy Statement, including promptly furnishing the Company upon request with any and all information as may be required to be set forth in the Proxy Statement under the Exchange Act. The Company will provide Parent a reasonable opportunity to review and comment upon the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC. (b) The Company and Parent shall cooperate to (i) each concurrently with the preparation and filing of the parties shall use their reasonable best efforts Proxy Statement, jointly prepare and file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the "Schedule 13E-3") relating to the transactions contemplated by this Agreement, and furnish to each other all information concerning such party as may be reasonably requested in connection with the preparation of the Schedule 13E-3, (ii) respond as promptly as reasonably practicable to any comments or any request received from the SEC (or the staff of the SEC) SEC with respect to the Proxy Statementsuch filings and will consult with each other prior to providing such response, (ii) each of the Company and Parent shall use its reasonable best efforts to have the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements and (iii) the Company shall file the Proxy Statement in definitive form with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreementconsulting with each other, prepare and file any amendments or supplements necessary to be filed in no event more than five (5) Business Days after the date on which the SEC confirms that it will not review, or that it has no further comments on the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement or any response to any comment from the SEC with respect thereto shall be made by the Company without the written approval of Parent such comments, (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon. In accordance with the Company’s organizational documents, the Company through the Company Board shall iv) use its reasonable best efforts toto have cleared by the SEC the Schedule 13E-3 and (v) to the extent required by applicable Law, as promptly as reasonably practicable (but subject to the last sentence of this Section 6.04(a) and the timing contemplated in this Section 6.04(a))practicable, (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its reasonable best efforts to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing of the Proxy Statement to the Company Stockholders); provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meeting. (b) If the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing any supplement or amendment to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counselSchedule 13E-3. (c) If If, at any time prior to the Effective Time Company Stockholders' Meeting any event, circumstance or information relating to the Company or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, Affiliates should be discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, Parent which should be set forth in an amendment or a supplement to the Proxy Statement or Schedule 13E-3, as applicable, so that the Proxy Statement would or Schedule 13E-3, as applicable, shall not include contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, subject to Section 6.04(b), an appropriate amendment or supplement describing such information shall be promptly filed with the SEC party and, to the extent required by Applicable applicable Law, disseminated the Company (or the Company and Parent jointly, in the case of the Schedule 13E-E) shall disseminate an appropriate amendment thereof or supplement thereto describing such information to the Company's stockholders. (d) Subject to Section 5.4, the Company Stockholders. Each party agrees to correct any information provided by it for use Recommendation shall be included in the Proxy Statement which shall have become false or misleadingand the Schedule 13E-3.

Proxy Statement. (ai) As promptly as reasonably practicable following the date hereof, and in any event within thirty (30) days following the date of this Agreement (but in any event no earlier than thirty (30) days after the date of this Agreement), the Company shall, with reasonable assistance from Parent, prepare, and the Company shall prepare and file with the SEC SEC, a proxy statement of the Company in preliminary form, as required by the Exchange Act, relating to connection with seeking the Company Stockholder Meeting Approval (together with any amendments as amended or supplements theretosupplemented from time to time, the “Proxy Statement”). Unless an Adverse Recommendation Change has been made in accordance with Section 6.02, the The Company shall include the Special Committee Recommendation and the Company Board Recommendation in any iteration of use its reasonable best efforts to cause the Proxy Statement filed in preliminary or definitive formto comply with the rules and regulations promulgated by the SEC. Parent shall, as promptly as reasonably practicable, shall furnish to the Company all information concerning Parent it as may reasonably be requested by the Company in connection with such actions and the Merger Subs required by the Exchange Act to be set forth in the Proxy Statement upon request by the Company, and will, upon request preparation of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy Statement. The Company (A) will cause the Proxy Statement to be mailed to stockholders of the Company as promptly as reasonably practicable after the date the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement and (B) shall promptly (and in no event later than the fifth (5th) Business Day following the date of the Agreement) commence a “broker search” in accordance with Rule 14a-13 of the Exchange Act. (ii) All filings by the Company or Parent with the SEC in connection with the transactions contemplated hereby and all mailings to the stockholders of the Company in connection with the Merger shall be subject to the prior review and comment by the other party, which comments the Company or Parent, as applicable, shall consider in good faith, acting reasonably. (iii) The Company shall (A) as promptly as practicable notify Parent upon of (1) the receipt of any comments from the SEC and all other written correspondence and oral communications with the SEC relating to the Proxy Statement and (or the staff of the SEC2) or any request from by the SEC (or the staff of the SEC) for amendments any amendment or supplements to the Proxy Statement or for additional information with respect thereto and shall provide (B) supply Parent with copies of all correspondence between the Company and it or any of its Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. If the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments or any request from the SEC (or the staff of the SEC) with respect to the Proxy StatementStatement or the Merger. (iv) Each of Parent and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, (ii) each at the date it is first mailed to the stockholders of the Company and Parent shall use its reasonable best efforts to have at the SEC advise time of the meeting of the stockholders of the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements and (iii) the Company shall file the Proxy Statement in definitive form with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreement, and in no event more than five (5) Business Days after the date on which the SEC confirms that it will not review, or that it has no further comments on the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement or any response to any comment from the SEC with respect thereto shall be made by the Company without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon. In accordance with the Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence of this Section 6.04(a) and the timing contemplated in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Stockholders’ Meeting”) and (y) mail contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the holders of Company Common Stock as statements therein, in light of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its reasonable best efforts to duly callcircumstances under which they are made, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing of the Proxy Statement to the Company Stockholders); provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meetingmisleading. (b) If the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counsel. (cv) If at any time prior to the Effective Time any event, circumstance or information relating to the Company Company, Parent or Parent Merger Sub or any of the Company’s or Parent’s Subsidiaries, or their respective Affiliates, directors or officers or directors, should be is discovered by the Company Company, Parent or ParentMerger Sub, respectively, which, pursuant which is required to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement Statement, so that the Proxy Statement such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that which discovers such information shall promptly notify the other parties hereto and, subject to Section 6.04(b), and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to the stockholders of the Company, in each case, by the Company Stockholders. Each party agrees to correct any information provided by it for use in (with the Proxy Statement which shall have become false or misleadingreasonable assistance of Parent).

Proxy Statement. The Company shall take all action necessary in accordance with applicable Law and its articles of incorporation and bylaws and Nasdaq rules to call, give notice of, convene and hold a special meeting of the Company’s shareholders (aincluding any adjournment or postponement thereof, the “Company Special Meeting”) As promptly as reasonably soon as practicable following the date hereof for the purpose of approving this Agreement (but and, in any event no earlier than thirty (30) days connection with the Company Special Meeting, as soon as practicable after the date of this Agreement), hereof the Company shall prepare and file with the SEC a proxy statement in preliminary form, as required by the Exchange Act, relating to the Company Stockholder Meeting (together with any all amendments or and supplements thereto, the “Proxy Statement”)) relating to the Merger and this Agreement and furnish the information required to be provided to the shareholders of the Company pursuant to the OBCA and the Exchange Act, which Proxy Statement shall be reasonably satisfactory to Parent. Unless an Adverse Recommendation Change has been made in accordance Promptly after its preparation and prior to its filing with Section 6.02the SEC, the Company shall include the Special Committee Recommendation and the Company Board Recommendation in any iteration provide a copy of the Proxy Statement filed in preliminary or definitive form. Parent shall, as promptly as reasonably practicable, furnish to the Company all information concerning Parent and the Merger Subs required by the Exchange Act to be set forth in the Proxy Statement upon request by the CompanyStatement, and will, upon request of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. If the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments or any request from the SEC (or the staff of the SEC) with respect amendment to the Proxy Statement, (ii) each to Parent, and will consider inclusion into the Proxy Statement comments timely received from Parent or its counsel. The Company shall give Parent notice of the Company and Parent shall use its reasonable best efforts to have the SEC advise the Company as promptly as reasonably practicable that the SEC has no further any comments on the Proxy Statements Statement received by the SEC, and (iii) the Company shall file promptly respond to SEC comments, if any. Unless this Agreement is previously terminated in accordance with Section 8.1, the Proxy Statement shall include the recommendation of the Company’s board of directors that the Company’s shareholders approve this Agreement (the “Company Recommendation”). Notwithstanding the foregoing, if the Company’s board of directors determines in definitive form good faith, after consultation with the SEC and cause the definitive Proxy Statement to be mailed to its counsel, that calling, giving notice of, convening or holding the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreement, and in no event more than five (5) Business Days after the date on which the SEC confirms that it will not reviewSpecial Meeting, or that it has no further comments on preparing and distributing the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the or including a Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or amendment or supplement to, Recommendation in the Proxy Statement or any response to any comment from may be inconsistent with the SEC with respect thereto shall be made by directors’ fiduciary duties under applicable Law following an indication of an Acquisition Proposal, the Company without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon. In accordance with may delay any such action until the Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence board of this Section 6.04(a) and the timing contemplated in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its reasonable best efforts to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing of the Proxy Statement to the Company Stockholders); provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined directors determines in good faith (faith, after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meeting. (b) If the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (may take such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counselaction. (c) If at any time prior to the Effective Time any event, circumstance or information relating to the Company or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, should be discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement so that 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 were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, subject to Section 6.04(b), an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to the Company Stockholders. Each party agrees to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading.

Proxy Statement. (a) As promptly as reasonably practicable following the date of this Agreement (but in any event no earlier than thirty (30) days after the date execution of this Agreement), Parent and the Company shall prepare in consultation with each other prepare, and the Company shall file with the SEC a SEC, preliminary proxy statement in preliminary form, as required by the Exchange Act, relating to the Company Stockholder Meeting (together with any amendments or supplements thereto, the “Proxy Statement”). Unless an Adverse Recommendation Change has been made in accordance with Section 6.02, the Company materials which shall include the Special Committee Recommendation and the Company Board Recommendation in any iteration of the Proxy Statement filed in preliminary or definitive form. Parent shall, as promptly as reasonably practicable, furnish to the Company all information concerning Parent and the Merger Subs required by the Exchange Act to be set forth in the Proxy Statement upon request by the Company, and will, upon request of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in constitute the Proxy Statement. As promptly as practicable after comments are received from the SEC thereon and after the furnishing by the Company and Parent of all information required to be contained therein, Parent and the Company shall, in consultation with each other, prepare and the Company shall file any required amendments to, and the definitive, Proxy Statement with the SEC. The Company shall promptly notify Parent upon promptly of the receipt of any comments from the SEC (or the its staff and of the SEC) or any request from by the SEC (or the its staff of the SEC) for amendments or supplements to the Proxy Statement or for additional information and shall provide consult with Parent regarding, and supply Parent with copies of of, all correspondence between the Company and or any of its Representatives, on the one hand, and the SEC (or the staff of the SEC)its staff, on the other hand. If the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments or any request from the SEC (or the staff of the SEC) with respect to the Proxy Statement, (ii) each of the Company and Parent shall use its reasonable best efforts to have the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements and (iii) the Company shall file the Proxy Statement in definitive form with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreement, and in no event more than five (5) Business Days after the date on which the SEC confirms that it will not review, or that it has no further comments on the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement or any response to any comment from the SEC with respect thereto shall be made by the Company without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon. In accordance with the Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence of this Section 6.04(a) and the timing contemplated in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its reasonable best efforts to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing of the Proxy Statement to the Company Stockholders); provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meeting. (b) If The Company shall furnish Parent with all information concerning the Company determines that it is required to file any document and the holders of its capital stock and shall take such other than the Proxy Statement with the SEC action as Parent may reasonably request in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing to comply in all material respects with the applicable requirements payment of the Exchange Act and other Applicable LawMerger Consideration in accordance with Section 2.1(a). Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counsel. (c) If at any time prior to the Effective Time any event, event or circumstance or information relating to the Company or Company, Parent or any of the Company’s or Parent’s their respective Subsidiaries, or their respective Affiliates, officers or directors, directors should be discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, such party that should be set forth in an amendment or a supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements thereinStatement, in light of the circumstances under which they were made, not misleading, the such party that discovers such information shall promptly notify inform the other parties hereto thereof and the Company shall promptly prepare and mail to the Company Stockholders such amendment or supplement, and, subject to Section 6.04(b)if required in connection therewith, an appropriate resolicit proxies. The Company shall not mail any Proxy Statement, or any amendment or supplement describing such information shall be promptly filed with the SEC andthereto, to the extent required by Applicable Law, disseminated which Parent reasonably objects. (c) The Company and Parent shall make any necessary filings with respect to the Company Stockholders. Each party agrees to correct any information provided by it for use in Merger under the Proxy Statement which shall have become false or misleadingExchange Act and the rules and regulations thereunder.

Proxy Statement. (a) As promptly as reasonably practicable following the date of this Agreement (but in any event no earlier than thirty (30) days after the date of this Agreement)If required under applicable Law, the Company shall prepare and the Proxy Statement, file it with the SEC a proxy statement in preliminary form, as required by under the Exchange Act, relating Act as promptly as practicable after Merger Subsidiary purchases Shares pursuant to the Company Stockholder Meeting (together with any amendments or supplements theretoOffer, the “Proxy Statement”). Unless an Adverse Recommendation Change has been made in accordance with Section 6.02, the Company shall include the Special Committee Recommendation and the Company Board Recommendation in any iteration of use all commercially reasonable efforts to have the Proxy Statement filed in preliminary or definitive formcleared by the SEC. Parent shall, as and Merger Subsidiary shall promptly as reasonably practicable, furnish to the Company all information concerning Parent and the Merger Subs Subsidiary that may be required or reasonably requested in connection with any action contemplated by the Exchange Act to be set forth in the Proxy Statement upon request by the Company, and will, upon request of the Company, confirm and/or supplement the information relating to this Section 6.10. Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion Subsidiary and the Company shall cooperate with each other in the preparation of the Proxy Statement. The , and the Company shall promptly notify Parent upon of the receipt of any comments from of the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent with promptly copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. If the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments or any request from the SEC (or the staff of the SEC) with respect to the Proxy Statement, (ii) each Representative of the Company and Parent shall use its reasonable best efforts to have the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements and (iii) the SEC. The Company shall file the Proxy Statement in definitive form with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreement, and in no event more than five (5) Business Days after the date on which the SEC confirms that it will not review, or that it has no further comments on the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement or any response to any comment from the SEC with respect thereto shall be made by the Company without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide give Parent and its counsel a reasonable opportunity to review and comment thereon. In accordance with the Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence of this Section 6.04(a) and the timing contemplated in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its reasonable best efforts to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing of the Proxy Statement to the Company Stockholders); provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meeting. (b) If the Company determines that it is required to file any document other than the Proxy Statement being filed with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company and shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide give Parent and its counsel a reasonable opportunity to review all amendments and comment thereon, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counsel. (c) If at any time prior to the Effective Time any event, circumstance or information relating to the Company or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, should be discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement supplements to the Proxy Statement so that and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, 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 SEC. Each of the circumstances under which they were madeCompany, not misleadingParent and Merger Subsidiary agrees to use its commercially reasonable efforts, the party that discovers such information shall promptly notify after consultation with the other parties hereto and, subject to Section 6.04(b), an appropriate amendment or supplement describing respond promptly to all such information shall be comments of and requests by the SEC. As promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to the Company Stockholders. Each party agrees to correct any information provided by it for use in as practicable after the Proxy Statement which has been cleared by the SEC, the Company shall have become false mail the Proxy Statement to the stockholders of the Company. The Proxy Statement shall include the recommendation by the Board of Directors of the Company that the Company’s stockholders vote to approve the Merger and this Agreement unless the Board of Directors of the Company has withdrawn or misleadingmodified its recommendation in accordance with Section 6.03 in connection with a Superior Proposal.

Proxy Statement. (a) As promptly as reasonably practicable following the date of this Agreement (but in any no event no earlier later than thirty (30) days after 20 Business Days following the date of this Agreement), the Company shall prepare and file with the SEC a proxy statement in preliminary form, as required by the Exchange Act, relating to the Company Stockholder Meeting (together with any amendments or supplements thereto, the “Proxy Statement”). Unless an Adverse Recommendation Change has been made in accordance with Section 6.02, the Company shall include the Special Committee Recommendation and the Company Board Recommendation in any iteration of the Proxy Statement filed in preliminary or definitive form. Parent shall, as promptly as reasonably practicable, furnish to the Company all information concerning Parent and the Merger Subs required by the Exchange Act to be set forth in the Proxy Statement upon request by the Company, and will, upon request of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. If the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments or any request from the SEC (or the staff of the SEC) with respect to the Proxy Statement, (ii) each of the Company and Parent shall use its reasonable best efforts to have the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements and (iii) the Company shall file the Proxy Statement in definitive preliminary form with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreement, and in no event more than five (5) Business Days after the date on which the SEC confirms SEC; provided that it will not review, or that it has no further comments on the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement or any response to any comment from the SEC with respect thereto shall be made by the Company without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review the Company’s proposed preliminary Proxy Statement in advance of filing and comment thereonconsider in good faith any comments reasonably proposed by Parent and its counsel. In accordance The Company shall use reasonable best efforts to cause the Proxy Statement to comply with the applicable provisions of the Exchange Act and the rules and regulations thereunder and any other Applicable Law. Subject to Section 6.03, the Proxy Statement shall include the Company Board Recommendation. (b) As promptly as reasonably practicable following the earlier to occur of: (i) in the event the preliminary Proxy Statement is not reviewed by the staff of the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act and (ii) in the event the preliminary Proxy Statement is reviewed by the staff of the SEC, receipt of oral or written notification of the completion of the review by the staff of the SEC (such earlier date, the “Proxy Clearance Date”), the Company shall (A) notify Parent, promptly after it receives notice thereof, of the Proxy Clearance Date and (B) cause the Proxy Statement to be filed in definitive form with the SEC as promptly as practicable and cause the definitive Proxy Statement to be mailed to its shareholders in compliance with Applicable Law (and in no event later than five Business Days after the Proxy Clearance Date). Parent, Holdco, Holdco II and Merger Subsidiary shall use reasonable best efforts to furnish to the Company all information concerning Parent, Holdco, Holdco II and Merger Subsidiary as may be reasonably requested by the Company in connection with the Proxy Statement. (c) If the Company or Parent becomes aware that any information provided by such party and contained in the Proxy Statement shall have become false or misleading in any material respect, or that the Proxy Statement is required to be amended in order to comply with Applicable Law, then (i) the Company or Parent, as applicable, shall promptly inform the other party and (ii) each of the Company, Parent, Holdco, Holdco II and Merger Subsidiary shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall take all steps necessary to amend or supplement the Proxy Statement and to cause the Proxy Statement, as so amended or supplemented and in a form agreed to by Parent, to be filed with SEC and mailed to its shareholders, in each case as and to the extent required by Applicable Law and subject to the terms of this Agreement and the Company’s organizational documents, the . (d) The Company through the Company Board shall use its reasonable best efforts to, (i) as promptly as reasonably practicable (but subject to the last sentence of this Section 6.04(a) and the timing contemplated in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement after receipt thereof, the “Company Stockholder Meeting”) provide Parent and (y) mail its counsel with copies of any written comments or other correspondence, and advise Parent and its counsel of any oral comments or conversations, with respect to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its reasonable best efforts to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing of the Proxy Statement to (or any amendment or supplement thereto) received from the Company Stockholders); provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess SEC or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed)its staff, (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meeting. (b) If the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing provide responses to comply in the SEC with respect to all material respects with the applicable requirements comments of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafterSEC received on the Proxy Statement, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall iii) provide Parent and its counsel a reasonable opportunity to review and comment thereon, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counsel. (c) If at any time prior to the Effective Time any event, circumstance or information relating to the Company or Parent or any of on the Company’s proposed response to such comments and any supplement or Parent’s Subsidiaries, or their respective officers or directors, should be discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement so that prior to submission thereof and (iv) consider in good faith any comments reasonably proposed by Parent and its counsel. The Company shall use its reasonable best efforts to have the comments of the SEC (if any) on the Proxy Statement would not include (and any misstatement of a material fact supplement or omit amendment thereto) addressed to state any material fact necessary to make the statements therein, in light satisfaction of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, subject to Section 6.04(b), an appropriate amendment or supplement describing such information shall be promptly filed with staff of the SEC and, to the extent required by Applicable Law, disseminated to the Company Stockholders. Each party agrees to correct any information provided by it for use in the Proxy Statement which shall have become false or misleadingas promptly as practicable.

Proxy Statement. (a) As promptly as reasonably practicable following the date of this Agreement (but in any event no earlier than thirty (30) days after the date of this Agreement)If required under applicable law, the Company shall prepare and the Proxy Statement, file it with the SEC a proxy statement in preliminary form, as required by under the Exchange Act, relating Act as promptly as practicable after Merger Subsidiary purchases Shares pursuant to the Company Stockholder Meeting (together with any amendments or supplements theretoOffer, the “Proxy Statement”). Unless an Adverse Recommendation Change has been made in accordance with Section 6.02, the Company shall include the Special Committee Recommendation and the Company Board Recommendation in any iteration of use all commercially reasonable efforts to have the Proxy Statement filed in preliminary or definitive formcleared by the SEC. Parent shall, as and Merger Subsidiary shall promptly as reasonably practicable, furnish to the Company all information concerning Parent and the Merger Subs Subsidiary that may be required or reasonably requested in connection with any action contemplated by the Exchange Act to be set forth in the Proxy Statement upon request by the Company, and will, upon request of the Company, confirm and/or supplement the information relating to this Section 6.10. Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion Subsidiary and the Company shall cooperate with each other in the preparation of the Proxy Statement. The , and the Company shall promptly notify Parent upon of the receipt of any comments from of the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent with promptly copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. If the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments or any request from the SEC (or the staff of the SEC) with respect to the Proxy Statement, (ii) each Representative of the Company and Parent shall use its reasonable best efforts to have the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements and (iii) the SEC. The Company shall file the Proxy Statement in definitive form with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreement, and in no event more than five (5) Business Days after the date on which the SEC confirms that it will not review, or that it has no further comments on the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement or any response to any comment from the SEC with respect thereto shall be made by the Company without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide give Parent and its counsel a reasonable opportunity to review and comment thereon. In accordance with the Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence of this Section 6.04(a) and the timing contemplated in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its reasonable best efforts to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing of the Proxy Statement to the Company Stockholders); provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meeting. (b) If the Company determines that it is required to file any document other than the Proxy Statement being filed with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company and shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide give Parent and its counsel a reasonable opportunity to review all amendments and comment thereon, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counsel. (c) If at any time prior to the Effective Time any event, circumstance or information relating to the Company or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, should be discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement supplements to the Proxy Statement so that and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, 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 SEC. Each of the circumstances under which they were madeCompany, not misleadingParent and Merger Subsidiary agrees to use its commercially reasonable efforts, the party that discovers such information shall promptly notify after consultation with the other parties hereto and, subject to Section 6.04(b), an appropriate amendment or supplement describing respond promptly to all such information shall be comments of and requests by the SEC. As promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to the Company Stockholders. Each party agrees to correct any information provided by it for use in as practicable after the Proxy Statement which has been cleared by the SEC, the Company shall have become false mail the Proxy Statement to the stockholders of the Company. The Proxy Statement shall include the recommendation by the Board of Directors of the Company that the Company's stockholders vote to approve the Merger and this Agreement unless the Board of Directors of the Company has withdrawn or misleadingmodified its recommendation in accordance with the provisions of Section 6.03.

Proxy Statement. (a) As Subject to the terms and conditions of this Agreement, as promptly as reasonably practicable following the date of this Agreement (but in any event no earlier than thirty (30) days after the date of this Agreement)hereof, the Company and Parent shall prepare and file with the SEC a proxy statement/prospectus and a form of proxy that will be part of Parent’s previously filed registration statement on Form S-4 (the “S-4 Registration Statement”) in preliminary formconnection with the vote of the Company’s shareholders with respect to the adoption of this Agreement and approval of the Asset Sale and the Shareholder Ratification, as required by and in order to offer and sell under the Exchange Act, relating Securities Act the Parent Shares issuable to the Company Stockholder Meeting in connection with the Asset Sale (such proxy statement/prospectus, together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s shareholders is herein called the “Proxy Statement”). Unless an Adverse Recommendation Change has been The Company, after consultation with Parent, will use reasonable best efforts to respond promptly to any comments made by the SEC with respect to the Proxy Statement. Parent and Buyer shall furnish all information relating to Parent and Buyer as the Company may reasonably request (or as may be required to be included in accordance the Proxy Statement) in connection with Section 6.02such actions and the preparation of the Proxy Statement. Subject to the terms and conditions of this Agreement, as promptly as reasonably practicable after the clearance of the Proxy Statement by the SEC, the Company shall include mail the Special Committee Recommendation Proxy Statement to the holders of shares of Company Stock. Subject to and without limiting the rights of the Company Board Recommendation in any iteration of pursuant to Section 6.4.2, the Proxy Statement filed in preliminary or definitive formshall include the Company Recommendation. Parent shallThe Company will advise Parent, as promptly as reasonably practicable, furnish to the Company all information concerning Parent and the Merger Subs required by the Exchange Act to be set forth in the Proxy Statement upon after it receives notice thereof, of any request by the Company, and will, upon request SEC for amendment of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. If the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments or any request from the SEC (or the staff of the SEC) with respect to the Proxy Statement, (ii) each of the Company and Parent shall use its reasonable best efforts to have the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements and (iii) the Company shall file the Proxy Statement in definitive form with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreement, and in no event more than five (5) Business Days after the date on which the SEC confirms that it will not review, or that it has no further comments on the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement or any response to any comment from comments thereon and responses thereto or requests by the SEC with respect thereto shall be made by the Company without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereonfor additional information. In accordance with the Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence of this Section 6.04(a) and the timing contemplated in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its reasonable best efforts to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing of the Proxy Statement to the Company Stockholders); provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meeting. (b) If the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counsel. (c) If at any time prior to the Effective Time Closing, any eventinformation, event or circumstance or information relating to the Company or Parent or any of the Company’s or Parent’s SubsidiariesParty hereto, or their respective officers officers, directors, Affiliates or directorsRepresentatives, should be discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, any Party hereto which should be set forth in an amendment or a supplement to the Proxy Statement so that the Proxy Statement would does not include contain any misstatement untrue statement of a material fact fact, or omit to state any material fact necessary required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers Party discovering such information information, event or circumstance shall promptly notify inform the other parties Parties hereto and, subject to Section 6.04(b)the extent required by Law, an appropriate amendment or supplement describing such information information, event or circumstance shall be promptly prepared and filed by the Company with the SEC and, to the extent required by Applicable Lawif required, disseminated to the holders of shares of Company StockholdersStock. Each party agrees Parent shall also take any action required to correct any information provided by it for use be taken under state blue sky or other securities laws in connection with the Proxy Statement which shall have become false or misleadingissuance of Parent Shares to the Company in connection with the Asset Sale.

Proxy Statement. (a) As The Company shall promptly prepare and file with the SEC as promptly as reasonably practicable following the date of this Agreement a preliminary Proxy Statement (but and in any event no earlier later than thirty (30) 30 days after following the date of this Agreement); provided, however, that (a) each of the Company Company, Freeport and Purchaser shall prepare and file cooperate with each other in the SEC a proxy statement in preliminary form, as required by the Exchange Act, relating to the Company Stockholder Meeting (together with any amendments or supplements thereto, the “Proxy Statement”). Unless an Adverse Recommendation Change has been made in accordance with Section 6.02, the Company shall include the Special Committee Recommendation and the Company Board Recommendation in any iteration preparation of the Proxy Statement filed (including the preliminary Proxy Statement) and any amendment or supplement to the preliminary Proxy Statement with respect to the provisions in such Proxy Statement (including the preliminary Proxy Statement) addressing the issuance of the Securities (and, for the avoidance of doubt, excluding provisions solely addressing the PXP Transaction) and (b) the Company shall furnish such preliminary Proxy Statement to Freeport and Purchaser and give Freeport, Purchaser and their legal counsel a reasonable opportunity to review such preliminary Proxy Statement prior to filing with the SEC and shall cooperate with Freeport and Purchaser with respect to additions, deletions or definitive formchanges suggested by Freeport and Purchaser in connection therewith with respect to the provisions in such Proxy Statement (including the preliminary Proxy Statement) addressing the issuance of the Securities (and, for the avoidance of doubt, excluding provisions solely addressing the PXP Transaction). Parent shallThe Company shall promptly notify Freeport and Purchaser of the receipt of any comments of the SEC staff with respect to the preliminary Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Freeport and Purchaser, as promptly as reasonably practicable, furnish to copies of all written correspondence between the Company all information concerning Parent or any representative of the Company and the Merger Subs required by the Exchange Act SEC with respect to be set forth in the Proxy Statement upon request by the Company, and will, upon request of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any If comments are received from the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements with respect to the Proxy Statement and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. If the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties Company shall use their its commercially reasonable best efforts to respond as promptly as reasonably practicable to any the comments or any request from of the SEC (or the staff of the SEC) with respect to the Proxy Statement, (ii) each of the Company and Parent shall use its reasonable best efforts to have the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements and (iii) the Company shall file the Proxy Statement in definitive form with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreement, and in no event more than five (5) Business Days after the date on which the SEC confirms that it will not review, or that it has no further comments on the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing with the SEC that the SEC will or will not be reviewing the Proxy Statementstaff. No filing of, or amendment or supplement to, the Proxy Statement or any response to any comment from the SEC with respect thereto shall be made by the Company without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the The Company shall provide Parent Freeport, Purchaser and its their legal counsel with a reasonable opportunity to review any amendment or supplement to each of the preliminary and comment thereon. In accordance the definitive Proxy Statement prior to filing with the Company’s organizational documents, the Company through the Company Board SEC and shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence of this Section 6.04(a) cooperate with Freeport and the timing contemplated in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its reasonable best efforts to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing of the Proxy Statement to the Company Stockholders); provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock Purchaser with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meeting. (b) If the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counsel. (c) If at any time prior Freeport and Purchaser in connection therewith with respect to the Effective Time any eventprovisions in such Proxy Statement (including the preliminary Proxy Statement) addressing the issuance of the Securities (and, circumstance or information relating to for the avoidance of doubt, excluding provisions solely addressing the PXP Transaction). Freeport and Purchaser shall promptly provide the Company or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, should be discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement so that 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 were made, not misleading, the party that discovers with such information shall promptly notify the other parties hereto and, subject as may be required to Section 6.04(b), an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to the Company Stockholders. Each party agrees to correct any information provided by it for use included in the Proxy Statement which or as may be reasonably required to respond to any comment of the SEC staff. After all the comments received from the SEC have been cleared by the SEC staff and all information required to be contained in the Proxy Statement has been included therein by the Company, the Company shall have become false or misleadingpromptly file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed (including by electronic delivery if permitted) as promptly as practicable, to its stockholders of record, as of the record date established by the Board of Directors of the Company.

Proxy Statement. (a) As Subject to Parent’s timely performance of its obligations under Section 7.02(b), as promptly as reasonably practicable following the date of this Agreement (but and, in any event event, no earlier later than thirty fifteen (3015) days Business Days after the date of this Agreement, unless the parties otherwise agree in writing), the Company shall use reasonable best efforts to prepare and file cause to be filed with the SEC a proxy statement in preliminary form, as required by the Exchange Act, relating to the Company Stockholder Meeting (together with any amendments or supplements thereto, the “Proxy Statement”). Unless an Adverse Recommendation Change has been made in accordance with Except as contemplated by Section 6.02, the Company Proxy Statement shall include the Special Committee Recommendation and the Company Board Recommendation in any iteration of the Proxy Statement filed in preliminary or definitive form. Parent shall, as promptly as reasonably practicable, furnish with respect to the Company all information concerning Parent and the Merger Subs required by the Exchange Act to be set forth in the Proxy Statement upon request by the Company, and will, upon request of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy StatementMerger. The Company shall promptly notify Parent upon the receipt of any comments from the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements to the Proxy Statement Statement, and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. If the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each Each of the parties hereto shall use their commercially reasonable best efforts to respond as promptly as reasonably practicable to any comments or any request requests from the SEC (or the staff of the SEC) with respect to the Proxy Statement, (ii) each of the . The Company and Parent shall use its commercially reasonable best efforts to have the SEC advise the Company as promptly as reasonably practicable so that the SEC has no further comments on the Proxy Statements and (iii) the Company shall file the Proxy Statement will comply as to form in definitive form all material respects with the SEC provisions of the Exchange Act and the rules and regulations promulgated thereunder. The Company shall use its commercially reasonable efforts to cause the definitive Proxy Statement to be mailed to the Company Stockholders Company’s stockholders (as of the record date for notice established for the Company Stockholder Meeting Meeting) as promptly as reasonably practicable after the date of this Agreement, and in no event more than five (5) Business Days after the date on which the SEC confirms that it will not review, or that it has no further comments on the Proxy Statement, which confirmation shall be deemed . Prior to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing with the SEC that the SEC will or will not be reviewing mailing the Proxy Statement. No filing of, Statement (or any amendment or supplement to, the Proxy Statement thereto) or any response responding to any comment comments or requests from the SEC (or the staff of the SEC) with respect thereto shall be made by the Company without the written approval of Parent (which shall not be unreasonably withheldthereto, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and to propose comments on such document or response to the extent permitted by Applicable Law and the Company shall consider in good faith the inclusion or reflection of any such comments so provided; provided, however, that the Company may amend or supplement the Proxy Statement without the review or comment thereonof Parent in the event of an Adverse Recommendation Change in accordance with this Agreement, including Section 6.02. (b) Parent shall, as promptly as possible, furnish to the Company all information concerning Parent and Merger Sub as may be reasonably requested by the Company in connection with preparing, filing and distributing the Proxy Statement, including such information that is required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement, and shall otherwise assist and cooperate with the Company in the preparation of the Proxy Statement and the resolution of comments from the SEC (or the staff of the SEC). Parent will, upon reasonable request of the Company, confirm or supplement the information relating to Parent or Merger Sub supplied by it for inclusion in the Proxy Statement, such that at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of the Company Stockholder Meeting, such information shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) In accordance with the Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence of this Section 6.04(a7.02(c) and the timing contemplated in this Section 6.04(a7.02(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail the definitive Proxy Statement to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a (such date, the “Proxy StatementDate”). The Company shall use its reasonable best efforts to (i) duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable after the Proxy Date and (and ii) unless the Company Board shall have effected an Adverse Recommendation Change in any event within thirty five (35) days following accordance with this Agreement, including Section 6.02, solicit from the date holders of first mailing Company Common Stock proxies in favor of the Proxy Statement adoption of this Agreement and to take all other action necessary or advisable to secure the Company Stockholders)vote or consent of such holders required by the rules of the NYSE or Applicable Laws to obtain such approvals; provided, however, that the Company may (acting upon the recommendation of the Special Committeeand shall if requested by Parent) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed)Parent, (ii) if as for the absence of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meetingquorum, (iii) if as to solicit additional proxies for the purpose of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain obtaining the Required Company Stockholder Approval or Approval, (iv) if to allow reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, Board has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws or fiduciary duties and for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders Company’s stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses or (ii), (iiiv) and (iv), without the written consent of as required by Applicable Law. If requested by Parent, in no event the Company shall promptly provide, all voting tabulation reports relating to the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which that have been prepared by the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company BoardCompany’s transfer agent, acting upon direction proxy solicitor or other Representatives, and shall otherwise keep Parent reasonably informed regarding the status of the solicitation and any material oral or written communications from or to the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder ApprovalCompany’s stockholders with respect thereto. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meetingis terminated. (b) If the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counsel. (cd) If at any time prior to the Effective Time any event, event or circumstance or information relating to the Company or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, should be is discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements thereinStatement, in light of the circumstances under which they were made, not misleading, the such party that discovers such information shall promptly notify inform the other parties hereto andothers. Each of Parent, subject to Section 6.04(b), an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to Merger Sub and the Company Stockholders. Each party agrees to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading.

Proxy Statement. (a) As promptly If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as reasonably soon as practicable following the date of this Agreement (but in any event no earlier than thirty (30) days after Acceptance Time, the date of this Agreement)Company, Parent and Acquisition Sub shall jointly prepare, and the Company shall prepare and file with the SEC a proxy statement SEC, the Proxy Statement for use in preliminary form, as required by connection with the Exchange Act, relating to solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting (together with any amendments or supplements theretoMeeting. The Company, the “Proxy Statement”). Unless an Adverse Recommendation Change has been made in accordance with Section 6.02, the Company shall include the Special Committee Recommendation Parent and the Company Board Recommendation in any iteration of the Proxy Statement filed in preliminary or definitive form. Parent shallAcquisition Sub, as promptly as reasonably practicablethe case may be, shall furnish to the Company all information concerning Parent and the Merger Subs required by the Exchange Act to be set forth in the Proxy Statement upon request by the Company, and will, upon request of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC Parent and Acquisition Sub (or the staff of the SECand their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. If Subject to applicable Law, the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments or any request from the SEC (or the staff of the SEC) with respect to the Proxy Statement, (ii) each of the Company and Parent shall use its reasonable best efforts to have the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements and (iii) the Company shall file the Proxy Statement in definitive form with the SEC and cause the definitive Proxy Statement to be mailed disseminated to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after following the date of this Agreement, and in no event more than five (5) Business Days after the date on which filing thereof with the SEC confirms and confirmation from the SEC that it will not reviewcomment on, or that it has no further additional comments on on, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, Affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, which confirmation shall as so corrected, to be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing filed with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement or any response and disseminated to any comment from the SEC with respect thereto shall be made by the Company without Stockholders, in each case as and to the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the extent required by applicable Laws. The Company shall provide Parent Parent, Acquisition Sub and its their counsel a reasonable opportunity to review and comment thereon. In accordance on the Proxy Statement prior to the filing thereof with the Company’s organizational documentsSEC, and the Company through the Company Board shall use its give reasonable best efforts toand good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as promptly soon as reasonably practicable (but subject to the last sentence of this Section 6.04(a) and the timing contemplated in this Section 6.04(apracticable)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its reasonable best efforts provide in writing to duly callParent, convene Acquisition Sub and hold their counsel any comments or other communications, whether written or oral, the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following or its counsel may receive from the date of first mailing of SEC or its staff with respect to the Proxy Statement to the Company Stockholders); provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at promptly after such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meeting. (b) If the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed)receipt, and the Company shall provide Parent Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its counsel staff (including a reasonable opportunity to review and comment thereonon any such response, and to which the Company shall give reasonable and good faith consideration to all reasonable additionsany comments made by Parent, deletions or changes suggested by Parent or its Acquisition Sub and their counsel). (cb) If at any time prior Unless this Agreement is earlier terminated pursuant to Article IX, subject to the Effective Time any eventterms of Section 7.5(b), circumstance or information the Company shall include the portion of the Company Board Recommendation relating to the Company or Parent or any Merger and the adoption of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, should be discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement so that 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 were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, subject to Section 6.04(b), an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to the Company Stockholders. Each party agrees to correct any information provided by it for use this Agreement in the Proxy Statement which shall have become false or misleadingStatement.

Proxy Statement. (a) As promptly as reasonably practicable following the date of this Agreement (but in any event no earlier than thirty (30) days after the date execution of this Agreement), the Company shall prepare and file a preliminary proxy statement to be sent to the stockholders of the Company in connection with the SEC a Stockholders’ Meeting (such proxy statement in preliminary formtogether with, as required by the Exchange Actcontext dictates, relating any ancillary documents to the Company Stockholder Meeting (together with any amendments be sent to such stockholders, each as amended or supplements theretosupplemented, being referred to herein as the “Proxy Statement”). Unless an Adverse Recommendation Change has been made in accordance ) with Section 6.02the SEC under the Exchange Act, the Company and shall include the Special Committee Recommendation and the Company Board Recommendation in any iteration of use its commercially reasonable efforts to have the Proxy Statement filed in preliminary or definitive form. Parent shall, cleared by the SEC as promptly as reasonably practicable, furnish to the Company all information concerning Parent and the Merger Subs required by the Exchange Act to be set forth in the Proxy Statement upon request by the Company, and will, upon request of the Company, confirm and/or supplement the information relating to . Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion and the Company shall cooperate with each other in the preparation of the Proxy Statement. The , and the Company shall promptly notify Parent upon of the receipt of any comments from of the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent with promptly copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. If the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments or any request from the SEC (or the staff of the SEC) with respect to the Proxy Statement, (ii) each representative of the Company and Parent shall use its reasonable best efforts to have the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements and (iii) the Company shall file the Proxy Statement in definitive form with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreement, and in no event more than five (5) Business Days after the date on which the SEC confirms that it will not review, or that it has no further comments on the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement or any response to any comment from the SEC with respect thereto shall be made by the Company without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the thereto. The Company shall provide give Parent and its counsel a reasonable opportunity to review and comment thereon. In accordance on the Proxy Statement, including all amendments and supplements thereto, prior to such documents being filed with the Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject SEC or disseminated to the last sentence of this Section 6.04(a) and the timing contemplated in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its reasonable best efforts to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing of the Proxy Statement to the Company Stockholders); provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meeting. (b) If the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed)Stock, and the Company shall provide give Parent and its counsel a reasonable opportunity to review and comment thereon, on all responses to requests for additional information and the Company shall give good faith consideration replies to all reasonable additions, deletions or changes suggested by Parent or its counsel. (c) If at any time comments prior to their being filed with, or sent to, the Effective Time any event, circumstance or information relating to the Company or Parent or any SEC. Each of the Company’s or Parent’s Subsidiaries, or their respective officers or directorsParent and Merger Sub agrees to use its commercially reasonable efforts, should be discovered after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the Company or Parent, respectively, which, pursuant SEC and to the Exchange Act, should be set forth in an amendment or a supplement to cause the Proxy Statement so that and all required amendments and supplements thereto to be mailed to the holders of shares of Company Common Stock entitled to vote at the Stockholders’ Meeting at the earliest reasonably practicable time. Parent shall, and shall cause its affiliates to, cooperate with the Company in the preparation of the Proxy Statement would not include or any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, subject to Section 6.04(b), an appropriate amendment or supplement describing such thereto, including supplying information shall be promptly filed with the SEC and, to the extent required for inclusion or incorporation by Applicable Law, disseminated to the Company Stockholders. Each party agrees to correct any information provided by it for use reference in the Proxy Statement which or filing information required by the Exchange Act or requested by the SEC in a timely manner. (b) Subject to Section 6.04, the Proxy Statement shall have become false (i) include the Company Recommendation (except to the extent that the Company Board withdraws or misleadingmodifies its approval, determination of advisability or recommendation in accordance with Section 6.04) and (ii) unless such opinion is withdrawn or rescinded, include the written opinion of Sandler ▇’▇▇▇▇▇ & Partners, L.P., to the effect that, as of the date of this Agreement and subject to the assumptions, qualifications and limitations set forth therein, the Merger Consideration to be received in the Merger by the holders of the Company Common Stock is fair, from a financial point of view, to such stockholders (other than Parent and its subsidiaries). Except to the extent permitted by Section 6.04, the Company shall not make an Adverse Recommendation Change.

Proxy Statement. (a) As promptly as reasonably practicable following the date of this Agreement (but and in any event no earlier later than thirty (30) days after the later to occur of the 15th Business Day or the filing of the Registration Statements following the date of this Agreement)hereof, the Company shall (i) prepare and file with the SEC a proxy statement in preliminary form, as required by the Exchange Act, form relating to the Company Stockholder Stockholders Meeting (together with such proxy statement, including any amendments amendment or supplements supplement thereto, the “Proxy Statement”). Unless an Adverse Recommendation Change has been made in accordance with ) (ii) subject to Section 6.027.2, the Company shall include the Special Committee Recommendation and the Company Board Recommendation in any iteration of the Proxy Statement filed in preliminary or definitive form. Parent shall, as promptly as reasonably practicable, furnish to the Company all information concerning Parent and the Merger Subs required by the Exchange Act to be set forth in the Proxy Statement upon request the Company Recommendation, (iii) furnish the information required to be provided to the holders of Shares pursuant to Delaware Law, the Exchange Act and any other applicable Laws and (iv) use its reasonable efforts to solicit from holders of all of the Shares proxies in favor of the adoption of this Agreement and the approval of the Merger and take all other action reasonably necessary or advisable to secure the approval of stockholders required by the CompanyDGCL and any other applicable Law and the Charter and By-Laws (if applicable) to effect the Merger; provided, and will, upon request of the Company, confirm and/or supplement the information relating to that Parent, Merger Sub Inc.and their counsel shall be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC and the Company shall give due consideration to all reasonable additions, deletions, or changes thereto suggested by Parent, Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy Statementand their counsel. The Company shall promptly notify Parent upon of the receipt of any all comments from of the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto, or for additional information, and shall provide Parent with to Parent, after Parent, Merger Sub and their counsel shall have had a reasonable opportunity to review and comment on the Proxy Statement and draft correspondence and due consideration has been given to such comments by the Company, copies of all correspondence between the Company and and/or any of its Representatives, on the one hand, Representatives and the SEC (or the staff of the SEC), on the other hand. If the The Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) and Parent shall each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable provide satisfactory responses to any comments or any request from the SEC (or the staff of the SEC) with respect to the Proxy Statement, (ii) each of the Company and Parent shall use its reasonable best efforts to have the SEC advise the Company as promptly as reasonably practicable that the SEC has no further all comments received on the Proxy Statements Statement by the SEC, and (iii) the Company shall file the Proxy Statement in definitive form with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreement, and in no event more than five (5) Business Days after the date on which the SEC confirms that it will not review, or staff advises that it has no further comments on thereon, or that the Company may commence mailing the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement or any response to any comment from the SEC with respect thereto shall be made by the Company without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon. In accordance with the Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence of this Section 6.04(a) and the timing contemplated in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its reasonable best efforts to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing of the Proxy Statement to the Company Stockholders); provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meeting. (b) If the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counsel. (c) If at any time prior to the Effective Time any event, circumstance or information relating to the Company or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, should be discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement so that 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 were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, subject to Section 6.04(b), an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to the Company Stockholders. Each party agrees to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading.

Proxy Statement. (a) As promptly as reasonably practicable following the date of this Agreement (but in any event no earlier than thirty (30) days after the date execution of this Agreement), the Company shall prepare and file with the SEC a proxy statement in preliminary formProxy Statement, as required by which shall include the Exchange Act, relating to the Company Stockholder Meeting Directors’ Recommendation (together with any amendments or supplements thereto, the “Proxy Statement”), file the Proxy Statement with the SEC under the Exchange Act, and use all reasonable efforts to have the Proxy Statement cleared by the SEC. Unless an Adverse Recommendation Change has been made in accordance with Section 6.02, Purchaser and the Company shall include cooperate with each other in the Special Committee Recommendation preparation of the Proxy Statement, and the Company Board Recommendation in any iteration shall notify Purchaser of the Proxy Statement filed in preliminary or definitive form. Parent shall, as promptly as reasonably practicable, furnish to the Company all information concerning Parent and the Merger Subs required by the Exchange Act to be set forth in the Proxy Statement upon request by the Company, and will, upon request of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from of the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide Parent with to Purchaser promptly copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Purchaser and its Representatives, on counsel the one hand, and opportunity to review the Proxy Statement prior to its being filed with the SEC (or and shall give Purchaser and its counsel the staff of the SEC), on the other hand. If the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their reasonable best efforts opportunity to respond as promptly as reasonably practicable to any comments or any request from the SEC (or the staff of the SEC) with respect review all amendments and supplements to the Proxy StatementStatement and all responses to requests for additional information and replies to comments prior to their being filed with, (ii) or sent to, the SEC. The Company and Purchaser each agrees to use its reasonable best efforts, after consultation with the other parties hereto to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the stockholders of the Company. Prior to the date of approval of this Agreement by the Company’s stockholders, each of the Company and Parent Purchaser shall use its reasonable best efforts correct promptly any information provided by it to have the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on be used specifically in the Proxy Statements Statement that shall have become false or misleading in any material respect and (iii) the Company shall take all steps necessary to file the Proxy Statement in definitive form with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreement, and in no event more than five (5) Business Days after the date on which cleared by the SEC confirms that it will not review, or that it has no further comments on the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or any amendment or supplement to, the Proxy Statement or any response to any comment from the SEC with respect thereto shall be made by the Company without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon. In accordance with the Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence of this Section 6.04(a) and the timing contemplated in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its reasonable best efforts to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing of the Proxy Statement to the Company Stockholders); provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meeting. (b) If the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counsel. (c) If at any time prior to the Effective Time any event, circumstance or information relating to the Company or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, should be discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement so that as to correct the same and to cause the Proxy Statement would not include any misstatement as so corrected to be disseminated to the stockholders of a material fact or omit to state any material fact necessary to make the statements thereinCompany, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, subject to Section 6.04(b), an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, each case to the extent required by Applicable Law, disseminated to the Company Stockholders. Each party agrees to correct any information provided by it for use in the Proxy Statement which shall have become false or misleadingapplicable law.

Proxy Statement. (a) As The Purchaser and the Seller will as promptly as reasonably practicable following the date of this Agreement (but in any event no earlier than thirty (30) days after hereof jointly prepare, and the date of this Agreement)Seller shall file, the Company shall prepare and file Proxy Statement with the SEC a proxy statement in preliminary form, as required by the Exchange Act, relating and will use all commercially reasonable efforts to respond to the Company Stockholder Meeting (together with any amendments or supplements thereto, comments of the “Proxy Statement”). Unless an Adverse Recommendation Change has been made in accordance with Section 6.02, the Company shall include the Special Committee Recommendation SEC and the Company Board Recommendation in any iteration of to cause the Proxy Statement filed in preliminary or definitive form. Parent shall, as promptly as reasonably practicable, furnish to be mailed to the Company Seller Shareholders at the earliest practical time. The Seller shall furnish all information concerning Parent it and the Merger Subs required by holders of its capital stock as the Exchange Act Purchaser may reasonably request in connection with such actions. Each party to be set forth in this Agreement will notify the Proxy Statement upon other parties and the Board of Directors of the Seller promptly of the receipt of the comments of the SEC, if any, and of any request by the Company, and will, upon request of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements to the Proxy Statement or for additional information with respect thereto, and shall provide Parent will supply the other parties with copies of all correspondence between the Company and such party or its Representatives, on the one hand, and the SEC (or the staff members of the SEC)its staff, on the other hand. If the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments or any request from the SEC (or the staff of the SEC) with respect to the Proxy Statement, (ii) each of the Company and Parent shall use its reasonable best efforts to have the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements and (iii) the Company shall file the Proxy Statement in definitive form with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreement, and in no event more than five (5) Business Days after the date on which the SEC confirms that it will not review, or that it has no further comments on the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement or any response to any comment from the SEC with respect thereto shall be made by the Company without the written approval of Parent Acquisition. If (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon. In accordance with the Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence of this Section 6.04(aA) and the timing contemplated in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its reasonable best efforts to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing of the Proxy Statement to the Company Stockholders); provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meeting. (b) If the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counsel. (c) If at any time prior to the Effective Time Shareholders' Meeting, any event, circumstance or information event should occur relating to the Company or Parent Seller or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, should be discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, its Subsidiaries which should be set forth in an amendment of, or a supplement to, the Proxy Statement, the Seller will promptly inform the Purchaser and (B) if at any time prior to the Proxy Statement so Shareholders' Meeting, any event should occur relating to the Purchaser or any of its associates or Affiliates, or relating to the plans of any such persons for the Seller after the Effective Time that should be set forth in an amendment of, or a supplement to, 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 were made, not misleadingStatement, the party that discovers Purchaser will promptly inform the Seller, and in the case of (A) or (B) the Seller and the Purchaser, will, upon learning of such information event, promptly prepare, and the Seller shall promptly notify the other parties hereto file and, subject to Section 6.04(b)if required, an appropriate mail such amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required Seller Shareholders; provided, prior to such filing or mailing, the Seller and the Purchaser shall consult with each other with respect to such amendment or supplement. The Purchaser and the Seller will file, pursuant to and in a manner consistent with Rule 14a-12 under the Exchange Act any soliciting material sent or given to shareholders of the Seller. The Purchaser shall vote, or cause to be voted, in favor of the Acquisition and this Agreement all shares of Seller Stock directly or indirectly beneficially owned by Applicable Law, disseminated it. (b) The Seller hereby consents to the Company Stockholders. Each party agrees to correct any information provided by it for use inclusion in the Proxy Statement which of the recommendation of the Board of Directors of the Seller described in Section 5.5, subject to any modification, amendment or withdrawal thereof, and represents that the Independent Advisor has, subject to the terms of its engagement letter with the Seller and the Board of Directors of the Seller (the "Independent Advisor Engagement Letter"), agreed to consent to the inclusion of references to its opinion in the Proxy Statement, subject to any modification, amendment or withdrawal thereof. The Seller and its counsel shall have become false permit the Purchaser and its counsel to participate in all communications with the SEC and its staff, including any meetings and telephone conferences, relating to the Proxy Statement, the Acquisition or misleadingthis Agreement.

Proxy Statement. (a) As promptly soon as reasonably practicable following possible after commencement of the date of this Agreement (but in any event no earlier than thirty (30) days after the date of this Agreement)Offer, the Company shall prepare commence preparation of a preliminary Proxy Statement. Following the consummation of the Offer, if approval of this Agreement and file with the SEC a proxy statement in preliminary form, as Merger by the stockholders of the Company is required by the Exchange Act, relating to the Company Stockholder Meeting (together with any amendments or supplements thereto, the “Proxy Statement”). Unless an Adverse Recommendation Change has been made in accordance with Section 6.02applicable Law, the Company shall include will, as soon as is possible following the Special Committee Recommendation and the Company Board Recommendation in any iteration consummation of the Offer, file such preliminary Proxy Statement filed in preliminary or definitive form. Parent shall, as promptly as reasonably practicable, furnish to with the Company all information concerning Parent and the Merger Subs required by the Exchange Act to be set forth in the Proxy Statement upon request by the Company, and will, upon request of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy StatementSEC. The Company shall promptly use all reasonable efforts to respond to any comments by the SEC or its staff to such preliminary Proxy Statement and to cause a definitive Proxy Statement to be mailed to the stockholders of the Company. The Company will notify Parent upon promptly of the receipt of and will respond promptly to any (i) comments from the SEC or its staff and (or the staff of the SECii) or any request from by the SEC (or the its staff of the SEC) for amendments or supplements to the Proxy Statement or for additional information and shall provide will supply Parent with copies of all correspondence between the Company and or any of its Representativesrepresentatives, on the one hand, and the SEC (or the staff of the SEC)its staff, on the other hand. If the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments or any request from the SEC (or the staff of the SEC) with respect to the Proxy Statement, (ii) each Statement or the Merger. Parent and its counsel shall be given a reasonable opportunity to be involved in the drafting of the Company and Parent shall use its reasonable best efforts to have the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements review and (iii) the Company shall file comment upon the Proxy Statement in definitive form with the SEC and cause the definitive Proxy Statement any amendment or supplement thereto and any such correspondence prior to be mailed to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreement, and in no event more than five (5) Business Days after the date on which the SEC confirms that it will not review, or that it has no further comments on the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such its filing with the SEC that or dissemination to the SEC will or will not be reviewing the Proxy StatementCompany's stockholders. No filing of, or amendment or supplement to, to the Proxy Statement or any response to any comment from the SEC with respect thereto shall will be made by the Company without the written approval of Parent (Parent, which shall will not be unreasonably withheldconditioned, conditioned withheld or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon. In accordance with the Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence of this Section 6.04(a) and the timing contemplated in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its reasonable best efforts to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing of the Proxy Statement to the Company Stockholders); provided, however, that amendments or supplements to the Proxy Statement reflecting actions taken by the Board to comply with its fiduciary duties shall not require the approval of Parent. If necessary, after the Proxy Statement shall have been so mailed, the Company (acting upon shall promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, resolicit proxies. Subject to Section 7.05(b), the Company shall include in the definitive Proxy Statement the unanimous recommendation of the Special Committee) may postpone, recess or adjourn Board that stockholders of the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the approval of the Merger and the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meeting. (b) If The information supplied by Parent and the Company determines that it is required to file any document other than for inclusion in the Proxy Statement shall not at the time (i) the Proxy Statement is filed with the SEC in connection with SEC, (ii) the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counsel. (c) If at any time prior Proxy Statement is first mailed to the Effective Time any event, circumstance or information relating to stockholders of the Company or Parent or any (iii) of the Company’s or Parent’s SubsidiariesStockholder Meeting, or their respective officers or directors, should be discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement so that the Proxy Statement would not include contain any misstatement untrue statement of a material fact or omit fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. For purposes of the foregoing, it is understood and agreed that information concerning or related to Parent will be deemed to have been supplied by Parent and information concerning or related to the party that discovers such information shall promptly notify Company and the other parties hereto and, subject to Section 6.04(b), an appropriate amendment or supplement describing such information Stockholder Meeting shall be promptly deemed to have been supplied by the Company. All documents filed with the SEC andin connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Exchange Act. (c) Notwithstanding the foregoing, if Parent or Merger Sub shall acquire at least 90% of the outstanding shares of Company Common Stock pursuant to the Offer or otherwise, the parties hereto shall, subject to the satisfaction or (to the extent required by Applicable Law, disseminated permitted hereunder) waiver of all conditions to the Merger, take, or cause to be taken, all necessary and appropriate action to cause the Merger to be effective as soon as practicable after the acceptance for payment and purchase of shares of Company StockholdersCommon Stock pursuant to the Offer without the Stockholder Meeting, in accordance with Section 253 of the DGCL. Each party agrees Parent shall cause all shares of Company Common Stock purchased pursuant to correct the Offer and all other shares of Company Common Stock owned by Merger Sub, Parent or any information provided by it for use Subsidiary of Parent or with respect to which Parent then has the right to vote, if any, to be voted in favor of the Proxy Statement which shall have become false or misleadingapproval and adoption of this Agreement and the approval of the Merger.

Proxy Statement. (a) As promptly as reasonably practicable following the date of this Agreement (but in any event no earlier than thirty (30) days after the date execution of this Agreement), the Company Company, in consultation with Parent, shall prepare and file the proxy statement to be sent to the stockholders of the Company in connection with the SEC a Stockholders’ Meeting (as hereinafter defined) or the information statement to be sent to such stockholders, as appropriate (such proxy statement in preliminary formor information statement, as required by the Exchange Actamended or supplemented, relating being referred to the Company Stockholder Meeting (together with any amendments or supplements thereto, herein as the “Proxy Statement”). Unless an Adverse Recommendation Change has been made in accordance ) with Section 6.02, the Company shall include SEC under the Special Committee Recommendation and the Company Board Recommendation in any iteration of the Proxy Statement filed in preliminary or definitive formExchange Act. Parent shall, as shall provide promptly as reasonably practicable, furnish to the Company all such information concerning Parent and the Merger Subs required by the Exchange Act to be set forth itself as, in the Proxy Statement upon request by the Companyreasonable judgment of Parent or its counsel, and will, upon request of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II may be required or Merger Sub III supplied by it appropriate for inclusion in the Proxy Statement, or in any amendments or supplements thereto. As promptly as practicable after any comments are received from the SEC thereon (or upon notice from the SEC that no such comments will be made), the Company shall, in consultation with Parent, prepare and file any required amendments to, and the definitive, Proxy Statement with the SEC. The Company will cause the Proxy Statement to be mailed to its stockholders as soon as practicable after the definitive Proxy Statement is filed with the SEC. The Company shall promptly notify Parent promptly upon the receipt of any comments from the SEC (or the its staff and of the SEC) or any request from by the SEC (or the its staff of the SEC) for amendments or supplements to the Proxy Statement or for additional information and shall provide supply Parent with copies of all correspondence between the Company and or any of its Representativesrepresentatives, on the one hand, and the SEC (or the staff of the SEC)its staff, on the other hand. If the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments or any request from the SEC (or the staff of the SEC) with respect to the Proxy Statement, (ii) each of Statement or the Company and Parent shall use its reasonable best efforts to have the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements and (iii) the Merger. The Company shall file the Proxy Statement in definitive form with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreement, and in no event more than five (5) Business Days after the date on which the SEC confirms that it will not review, or that it has no further comments on the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement or any response to any comment from the SEC with respect thereto shall be made by the Company without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide give Parent and its counsel a reasonable opportunity to review and comment thereon. In accordance on the Proxy Statement, including all amendments and supplements thereto, prior to its being filed with the Company’s organizational documentsSEC and shall give Parent and its counsel reasonable opportunity to review all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the Company through SEC, and will provide Parent with a copy of all such filings made with the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence of this Section 6.04(a) and the timing contemplated in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy StatementSEC. The Company shall use its reasonable best efforts to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing of the Proxy Statement to the Company Stockholders); provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meeting. (b) If the Company determines cause all documents that it is required to file any document other than the Proxy Statement responsible for filing with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing under this Section 5.1 to comply in all material respects with the all applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), law and the Company shall provide Parent rules and its counsel a reasonable opportunity regulations promulgated thereunder. Whenever any event occurs which is required to review and comment thereon, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counsel. (c) If at any time prior to the Effective Time any event, circumstance or information relating to the Company or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, should be discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement, the Company shall promptly inform Parent of such occurrence and, in consultation with Parent, file with the SEC or its staff and/or mail to stockholders of the Company, such amendment or supplement. Whenever Parent becomes aware of any event regarding Parent that has occurred which is required to be set forth in an amendment or supplement to the Proxy Statement, Parent shall promptly inform the Company of such occurrence and shall provide the Company with the information necessary to enable the Company to comply with its obligations pursuant to this paragraph. (b) The Proxy Statement so that shall not, at the date the Proxy Statement would not include (or any misstatement amendment or supplement thereto) is first mailed to stockholders of a the Company, at the time of the Stockholders’ Meeting and at the Effective Time, (i) 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 fact, or (ii) omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading, the party that discovers such information shall promptly notify the other parties hereto and, subject to Section 6.04(b), an appropriate amendment false or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to the Company Stockholders. Each party agrees misleading or necessary to correct any information provided by it statement in any earlier communication with respect to the solicitation of proxies, if any, for use in the Proxy Statement Stockholders’ Meeting which shall have become false or misleading. 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.

Proxy Statement. (a) As promptly soon as reasonably practicable following the date of this Agreement (but and in any event no earlier later than thirty (30) days after the date execution of this Agreement), the Company Nextera shall prepare and file the Proxy Statement with the SEC a proxy statement in preliminary form, as required by under the Exchange Act, relating . Nextera will use commercially reasonable efforts to have the Company Stockholder Meeting (together Proxy Statement cleared by the SEC. Buyer and Nextera shall cooperate with any amendments or supplements thereto, each other in the “Proxy Statement”). Unless an Adverse Recommendation Change has been made in accordance with Section 6.02, the Company shall include the Special Committee Recommendation and the Company Board Recommendation in any iteration preparation of the Proxy Statement filed in preliminary or definitive form. Parent shall, as promptly as reasonably practicable, furnish to the Company all information concerning Parent and the Merger Subs required by the Exchange Act to be set forth in the Proxy Statement upon request by the CompanyStatement, and will, upon request Nextera shall notify Buyer of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from of the SEC (with respect to the Proxy Statement and of any requests by the SEC for any amendment or the staff supplement thereto or for additional information and shall provide to Buyer promptly copies of all correspondence between Nextera or any representative of Nextera or Sellers and the SEC) or . Nextera shall give Buyer and its counsel the opportunity to review and comment on the Proxy Statement and any request from other documents filed with the SEC (or mailed to the staff of Nextera Stockholders prior to their being filed with, or sent to, the SEC) for SEC or mailed to such Nextera Stockholders and shall give Buyer and its counsel the opportunity to review and comment on all amendments or and supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between the Company and its Representativesany other documents filed with, on the one handor sent to, and the SEC (or mailed to the staff Nextera Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to the Nextera Stockholders. Each of Sellers, Nextera and Buyer agrees to use its commercially reasonable efforts, after consultation with the other Parties hereto, to respond promptly to all such comments of and requests by the SEC), on the other hand. If the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their reasonable best efforts to respond as As promptly as reasonably practicable to any comments or any request from the SEC (or the staff of the SEC) with respect to the Proxy Statement, (ii) each of the Company and Parent shall use its reasonable best efforts to have the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements and (iii) the Company shall file after the Proxy Statement in definitive form with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreement, and in no event more than five (5) Business Days after the date on which the SEC confirms that it will not review, or that it has no further comments on the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement or any response to any comment from the SEC with respect thereto shall be made been cleared by the Company without the written approval of Parent (which SEC, Nextera shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon. In accordance with the Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence of this Section 6.04(a) and the timing contemplated in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its reasonable best efforts to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing of the Proxy Statement to the Company Nextera Stockholders); provided. Each of Sellers, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which Nextera and Buyer promptly shall not be unreasonably withheld, conditioned or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either correct any information provided by it and used in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meeting. (b) If the Company determines that it is required to file any document other than the Proxy Statement that shall have become false or misleading in any material respect, and Nextera shall take all steps necessary to file with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with have cleared by the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counsel. (c) If at any time prior to the Effective Time any event, circumstance or information relating to the Company or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, should be discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement so that as to correct the same and to cause the Proxy Statement would not include any misstatement of a material fact or omit as so corrected to state any material fact necessary be disseminated to make the statements thereinNextera Stockholders, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, subject to Section 6.04(b), an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, each case to the extent required by Applicable Law, disseminated to the Company Stockholders. Each party agrees to correct any information provided by it for use in the Proxy Statement which shall have become false or misleadingapplicable law.

Proxy Statement. (a) As promptly as reasonably practicable following the date of this Agreement (but in any event no earlier than thirty (30) days after the date execution of this Agreement), the Company Borrower shall prepare and file with the SEC a proxy statement to be sent to the shareholders of Borrower in preliminary formconnection with the Shareholders’ Meeting (such proxy statement together with, as required by the Exchange Actcontext dictates, relating any ancillary documents to the Company Stockholder Meeting (together with any amendments be sent to such shareholders, each as amended or supplements theretosupplemented, being referred to herein as the “Proxy Statement”). Unless an Adverse Recommendation Change has been made in accordance with Section 6.02, the Company shall include the Special Committee Recommendation and the Company Board Recommendation in any iteration of the Proxy Statement filed in preliminary or definitive form. Parent shall, as promptly as reasonably practicable, furnish to the Company all information concerning Parent and the Merger Subs required by the Exchange Act to be set forth in the Proxy Statement upon request by the Company, and will, upon request of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. If the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments or any request from the SEC (or the staff of the SEC) with respect to the Proxy Statement, (ii) each of the Company and Parent shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements and (iii) the Company shall file the practicable. The Proxy Statement shall comply as to form in definitive form all material respects with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as applicable provisions of the record date for notice established for Exchange Act. Lender and Borrower shall cooperate with each other in the Company Stockholder Meeting as promptly as reasonably practicable after the date preparation of this Agreement, and in no event more than five (5) Business Days after the date on which the SEC confirms that it will not review, or that it has no further comments on the Proxy Statement, which confirmation and Borrower shall be deemed to have occurred if promptly notify Lender of the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement or receipt of any response to any comment from comments of the SEC with respect thereto shall be made to the Proxy Statement and of any requests by the Company without the written approval SEC for any amendment or supplement thereto or for additional information and shall provide to Lender promptly copies of Parent (which shall not be unreasonably withheld, conditioned all correspondence between Borrower or delayed), any representative of Borrower and the Company SEC with respect thereto. Borrower shall provide Parent give Lender and its counsel a reasonable opportunity to review and comment thereon. In accordance with on the Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence of this Section 6.04(a) and the timing contemplated in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its reasonable best efforts to duly call, convene including all amendments and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing of the Proxy Statement to the Company Stockholders); providedsupplements thereto, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meeting. (b) If the Company determines that it is required to file any document other than the Proxy Statement such documents being filed with the SEC in connection with the Mergers or other Transactions pursuant disseminated to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company holders of shares of Borrower Common Shares and shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent give Borrower and its counsel a reasonable opportunity to review and comment thereonon all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of Borrower and Lender agree to use its reasonable best efforts, after consultation with the Company shall give good faith consideration other Parties hereto, to respond promptly to all reasonable additions, deletions or changes suggested such comments of and requests by Parent or its counsel. (c) the SEC and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of shares of Borrower Common Shares entitled to vote at the Shareholders’ Meeting at the earliest reasonably practicable time. If at any time prior to the Effective Time Shareholders’ Meeting any eventevent shall occur, circumstance or fact or information relating to the Company or Parent or any of the Company’s or Parent’s Subsidiariesshall be discovered, or their respective officers or directors, should be discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, that should be set forth in an amendment or a supplement to the Proxy Statement so that the Proxy Statement such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were are made, not misleading, the party Party that discovers such information shall promptly notify the other parties Parties hereto and, subject to Section 6.04(b), an appropriate and Borrower shall prepare and file with the SEC such amendment or supplement describing such information shall be as promptly filed with the SEC as practicable and, to the extent required by Applicable Law, cause such amendment or supplement to be disseminated to the Company Stockholdersshareholders of Borrower. Each party agrees to correct any information provided by it for use in the The Proxy Statement which shall have become false or misleadingstate that the Borrower’s Board of Directors has, through the specified vote, approved the adoption of the First Amendment to the Articles of Incorporation and include the Borrower Recommendation.

Proxy Statement. (a) As promptly as reasonably practicable following the date of this Agreement (but in any event no earlier than thirty (30) days practical after the date execution of this Agreement), the Company Buyer and Seller shall prepare and Seller shall file with the SEC a proxy statement in preliminary form, as required by the Exchange Act, relating to the Company Stockholder Meeting (together with any amendments or supplements thereto, the “Proxy Statement”) to be sent to the stockholders of Seller in connection with the meeting of Seller’s stockholders to consider this Agreement and the transactions contemplated thereby (the “Seller Meeting”). Unless an Adverse Recommendation Change has been made in accordance with Section 6.02, Seller will promptly respond to any comments of the Company shall include the Special Committee Recommendation SEC and the Company Board Recommendation in any iteration of will use its respective commercially reasonable efforts to have the Proxy Statement filed in preliminary or definitive form. Parent shall, as promptly as reasonably practicable, furnish to the Company all information concerning Parent and the Merger Subs required cleared by the Exchange Act to be set forth in SEC as practicable after such filing and Seller will cause the Proxy Statement upon request to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the Company, SEC. Each of Buyer and will, upon request of Seller will notify the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy Statement. The Company shall other promptly notify Parent upon the receipt of any comments from the SEC (or the its staff of the SEC) or any other government officials and of any request from by the SEC (or the its staff of the SEC) or any other government officials for amendments or supplements to the Proxy Statement or any filing pursuant to Section 5.2(d) or for additional information and shall provide Parent will supply the other with copies of all correspondence between the Company and such party or any of its Representativesrepresentatives, on the one hand, and the SEC (SEC, or the its staff of the SEC)or any other government officials, on the other hand. If the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments or any request from the SEC (or the staff of the SEC) with respect to the Proxy Statement, (ii) each or any filing pursuant to Section 5.2(d). Each of the Company Buyer and Parent shall use its reasonable best efforts to have the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements and (iii) the Company shall file the Proxy Statement in definitive form with the SEC and Seller will cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreement, and in no event more than five (5) Business Days after the date on which the SEC confirms all documents that it will not review, or that it has no further comments on the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such is responsible for filing with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement or any response to any comment from the SEC with respect thereto shall be made by the Company without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon. In accordance with the Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence of other regulatory authorities under this Section 6.04(a) and the timing contemplated in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its reasonable best efforts to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing of the Proxy Statement to the Company Stockholders); provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meeting. (b) If the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing 5.2 to comply in all material respects with the all applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), law and the Company shall provide Parent rules and its counsel a reasonable opportunity regulations promulgated thereunder. Whenever any event occurs which is required to review and comment thereon, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counsel. (c) If at any time prior to the Effective Time any event, circumstance or information relating to the Company or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, should be discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement so Statement, or any filing pursuant to Section 5.2(d), Buyer or Seller, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of Seller, such supplement. (b) Seller hereby covenants and agrees that (i) the information to be supplied by Seller for inclusion in the Proxy Statement would not include shall not, on the date the Proxy Statement is first mailed to stockholders of Seller, at the time of the Seller Meeting and at the Closing, contain any misstatement statement which, at such time and in light of a the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made in the Proxy Statement not false or misleading, or omit to state any material fact necessary to make correct any statement in any earlier communication with respect to the statements thereinsolicitation of proxies for the Seller Meeting which has become false or misleading; and (ii) if at any time prior to the Closing any event relating to Seller or any of its affiliates, officers or directors should be discovered by Seller which should be set forth in a supplement to the Proxy Statement, Seller shall promptly inform Buyer. (c) Buyer hereby covenants and agrees that (i) the information (except for information to be supplied by Seller for inclusion in the Proxy Statement, as to which Buyer makes no representation) in the Proxy Statement shall not, on the date the Proxy Statement is first mailed to stockholders of Seller, at the time of the Seller Meeting and at the Closing, contain any statement which, at such time and in light of the circumstances under which they were it shall be made, not misleadingis false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the party that discovers such information shall promptly notify the other parties hereto and, subject to Section 6.04(b), an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to the Company Stockholders. Each party agrees to correct any information provided by it for use statements made in the Proxy Statement not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Seller Meeting which shall have has become false or misleading, and (ii) if at any time prior to the Closing any event relating to Buyer or any of its affiliates, officers or directors should be discovered by Buyer which should be set forth in a supplement to the Proxy Statement, Buyer shall promptly inform Seller. (d) Buyer and Seller shall make all necessary filings with respect to the transaction under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder.

Proxy Statement. (a) As promptly as reasonably practicable following after the date execution of this Agreement, the Company, in cooperation with Parent, shall prepare and, on or before August 14, 2006 (the “Final Proxy Filing Date”), As promptly as practicable after the execution of this Agreement, the Company, in cooperation with Parent, shall prepare and, on or before August 14, 2006, shall file with the SEC the Proxy Statement. Subject to Section 6.1(a), the Company, acting through the Company Board, shall include in the Proxy Statement the recommendation of the Company Board that the stockholders of the Company vote in favor of the Merger and the adoption of this Agreement (but in any event no earlier than thirty (30) days after the date of this Agreement), the Company shall prepare and file with the SEC a proxy statement in preliminary form, as required by the Exchange Act, relating to the Company Stockholder Meeting (together with any amendments or supplements thereto, the “Proxy StatementCompany Recommendation”). Unless an Adverse Recommendation Change has been made in accordance with Section 6.02, the Company shall include the Special Committee Recommendation and the Company Board Recommendation in any iteration of the Proxy Statement filed in preliminary or definitive form. Parent shall, as promptly as reasonably practicable, furnish to the Company all information concerning Parent and the Merger Subs required by the Exchange Act to be set forth in the Proxy Statement upon request by the Company, and will, upon request of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy Statement. The Company shall promptly respond to any comments of the SEC or its staff and shall cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after the resolution of any such comments. The Company shall notify Parent promptly upon the receipt of any comments from the SEC (or the its staff of the SEC) or any other government officials and of any request from by the SEC (or the its staff of the SEC) or any other government officials for amendments or supplements to the Proxy Statement and shall provide supply Parent with copies of all correspondence between the Company and or any of its Representativesrepresentatives, on the one hand, and the SEC (SEC, or the its staff of the SEC)or any other government officials, on the other hand. If the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments or any request from the SEC (or the staff of the SEC) with respect to the Proxy Statement, (ii) each of the . The Company and Parent shall use its reasonable best efforts to have the SEC advise the Company as promptly as reasonably practicable cause all documents that the SEC has no further comments on the Proxy Statements and (iii) the Company shall file the Proxy Statement in definitive form it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and cause the definitive Proxy Statement rules and regulations promulgated thereunder. Whenever any event occurs which is required to be mailed set forth in an amendment or supplement to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreement, and in no event more than five (5) Business Days after the date on which the SEC confirms that it will not review, or that it has no further comments on the Proxy Statement, which confirmation Parent or the Company, as the case may be, shall be deemed to have occurred if promptly inform the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following other of such occurrence and cooperate in filing with the SEC that or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Notwithstanding the foregoing, the Company shall not file with the SEC will or will not be reviewing mail to its stockholders the Proxy Statement. No filing of, or any amendment or supplement tothereto, the Proxy Statement any other soliciting material or any response to any comment from the SEC with respect thereto shall be made by the Company such other documents without the written Parent’s prior approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon. In accordance with the Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence of this Section 6.04(a) and the timing contemplated in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its reasonable best efforts to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing of the Proxy Statement to the Company Stockholders); provided, however, except that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company approval shall not be required to hold the for filings or mailings necessitated by a Change in Company Stockholder Meeting if this Agreement has been terminated Recommendation made in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder MeetingSection 6.1. (b) If The Company agrees, as to itself and its Subsidiaries, that none of the Company determines that information supplied or to be supplied by it is required to file any document other than or its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement with will, at the SEC in connection with the Mergers or other Transactions pursuant date of mailing to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counsel. (c) If at any time prior to the Effective Time any event, circumstance or information relating to the Company or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, should be discovered by stockholders and at the time of the Company Meeting or Parentthe date of any amendment thereof or supplement thereto, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement so that the Proxy Statement would not include contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Parent agrees, as to itself and Merger Sub, that none of the party that discovers such information shall promptly notify supplied or to be supplied by it or its Merger Sub for inclusion or incorporation by reference in the other parties hereto andProxy Statement will, subject at the date of mailing to Section 6.04(b), an appropriate the Company’s stockholders and at the time of the Company Meeting or the date of any amendment thereof or supplement describing such information shall thereto, contain any untrue statement of a material fact or omit to state any material fact required to be promptly filed with stated therein or necessary in order to make the SEC andstatements therein, to in the extent required by Applicable Lawlight of the circumstances under which they were made, disseminated to the Company Stockholdersnot misleading. Each party agrees of the Company, Parent and Merger Sub agree to correct any information provided by it for use inclusion in the Proxy Statement which shall have become false or misleading.

Proxy Statement. (a) As promptly as reasonably practicable after, but not more than five (5) business days following the date execution of this Agreement (but in any event no earlier than thirty (30) days after the date of this Agreementassuming reasonable cooperation from Company and its agents), the Company Parent shall prepare and file with the SEC a preliminary proxy statement in preliminary form, as required by the Exchange Act, relating to the Company Stockholder Meeting meeting of the Parent’s shareholders (together with any amendments the “Parent Shareholder’ Meeting”) to be held to consider, among other things, obtaining the Requisite Shareholder Approval (defined below), to be sent to such shareholders (such proxy statement, as amended or supplements theretosupplemented and including the Definitive Proxy Statement, being referred to herein as the “Proxy Statement”). Unless an Adverse Recommendation Change has been made in accordance with Section 6.02, The Company shall furnish all information concerning the Company shall include the Special Committee Recommendation as Parent may reasonably request in connection with such actions and the Company Board Recommendation in any iteration preparation of the Proxy Statement filed Statement. (b) The Parent Board or any committee thereof shall not withdraw or modify, in preliminary or definitive form. Parent shall, as promptly as reasonably practicable, furnish a manner adverse to the Company all information concerning Parent and the Merger Subs required by the Exchange Act to be set forth in the Proxy Statement upon request by the Company, and willthe approval or recommendation by the Parent Board or any committee thereof of this Agreement, upon request of the Company, confirm and/or supplement Merger or any other transaction contemplated hereby. (c) The Company represents that the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it the Company for inclusion in the Proxy Statement. The Company Statement shall promptly notify Parent upon not, at (i) the receipt of any comments from the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements to time the Proxy Statement and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC (or any amendment thereof or supplement thereto) is first mailed to the staff shareholders of the SEC), on the other hand. If the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments or any request from the SEC (or the staff of the SEC) with respect to the Proxy StatementParent, (ii) each the time of the Company and Parent shall use its reasonable best efforts to have the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements Shareholder’ Meeting and (iii) the Company shall file the Proxy Statement in definitive form with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this AgreementEffective Time, and in no event more than five (5) Business Days after the date on which the SEC confirms that it will not review, or that it has no further comments on the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement or contain any response to any comment from the SEC with respect thereto shall be made by the Company without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon. In accordance with the Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence of this Section 6.04(a) and the timing contemplated in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its reasonable best efforts to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing of the Proxy Statement to the Company Stockholders); provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meeting. (b) If the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counsel. (c) If at any time prior to the Effective Time any event, circumstance or information relating to the Company or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, should be discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement untrue statement of a material fact or omit fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or its Subsidiary, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Proxy Statement, the party that discovers Company shall promptly inform Parent. (d) Parent shall use commercially reasonable efforts to respond as promptly as reasonably practicable to any comments received from the SEC or its staff concerning the Proxy Statement. Parent shall use reasonable efforts to cause the Proxy Statement to be mailed to Parent’s shareholders as promptly as practicable. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Parent without providing the Company and its counsel the reasonable opportunity to review and comment thereon and giving due consideration to any such information comments. Parent shall promptly notify the Company and Equityholder Representative of the receipt of any comments from the SEC or its staff and any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply the Company and Equityholder Representative with copies of all correspondence between Parent or any of its representatives, on the one hand, and the SEC or its staff on the other parties hereto andhand, subject with respect to Section 6.04(bthe Proxy Statement or the Merger. Subject to the representations and warranties of the SFC Equityholders set forth in Articles III and IV and clause (c), an appropriate amendment or supplement describing such above, being true, correct and complete in all material respects, Parent represents that the information shall be promptly filed with the SEC and, to the extent required supplied by Applicable Law, disseminated to the Company Stockholders. Each party agrees to correct any information provided by it Parent for use inclusion in the Proxy Statement (but not information prepared based on information supplied by Company) shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders of the Parent, (ii) the time of the Parent Shareholder’ Meeting and (iii) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Parent or Merger Sub, or their respective officers or directors, should be discovered by Parent which should be set forth in an amendment or a supplement to the Proxy Statement, Parent shall have become false or misleadingpromptly inform the Company and Equityholder Representative.

Proxy Statement. (a) As promptly as reasonably practicable following the date Each of this Agreement (but in any event no earlier than thirty (30) days after the date of this Agreement), the Company and Parent shall prepare and file cooperate with each other in the SEC preparation of a proxy statement Proxy Statement in preliminary form, as required by the Exchange Act, and definitive form relating to the Company Stockholder Meeting (together with any amendments or supplements thereto, the “Proxy Statement”). Unless an Adverse Recommendation Change has been made in accordance with Section 6.02, the Company shall include the Special Committee Recommendation and the Company Board Recommendation in any iteration meeting of the Proxy Statement filed in preliminary or definitive form. Parent shall, as promptly as reasonably practicable, furnish to the Company all information concerning Parent and the Merger Subs required by the Exchange Act to be set forth in the Proxy Statement upon request by the Company, and will, upon request stockholders of the Company, confirm and/or including any amendment or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy Statement. The Company shall promptly notify Parent upon the receipt of (and in any comments from event no later than on October 19, 2007) prepare and file with the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements to the a preliminary Proxy Statement and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. If the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments or any request from the SEC (or the staff of the SEC) with respect to the Proxy Statement, (ii) each of the Company and Parent shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC advise the Company as promptly as reasonably practicable practicable; provided, however, that the SEC has no further comments on the Proxy Statements and (iii) the Company shall file the Proxy Statement in definitive form with the SEC and cause the definitive furnish such preliminary Proxy Statement to be mailed to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreement, Parent and in no event more than five (5) Business Days after the date on which the SEC confirms that it will not review, or that it has no further comments on the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement or any response to any comment from the SEC with respect thereto shall be made by the Company without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide give Parent and its legal counsel a reasonable opportunity to review and comment thereon. In accordance with the Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence of this Section 6.04(a) and the timing contemplated in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its reasonable best efforts to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing of the on such preliminary Proxy Statement to the Company Stockholders); provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meeting. (b) If the Company determines that it is required to file any document other than the Proxy Statement filing with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company and shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon, and the Company shall give good faith consideration to accept all reasonable additions, deletions or changes suggested by Parent or its counsel. (c) If at in connection therewith. The Company shall notify Parent of the receipt of any time prior comments of the SEC staff with respect to the Effective Time preliminary Proxy Statement and of any eventrequests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent as promptly as reasonably practicable, circumstance or information relating to copies of all written correspondence (and written summaries of any oral comments) between the Company or Parent or any representative of the Company’s Company and the SEC with respect to the Proxy Statement. If comments are received from the SEC staff with respect to the preliminary Proxy Statement, the Company shall respond as promptly as reasonably practicable to the comments of the SEC. The Company shall provide Parent and its legal counsel with a reasonable opportunity to review and comment on any amendment or Parent’s Subsidiariessupplement to each of the preliminary and the definitive Proxy Statement prior to filing with the SEC and shall accept all reasonable additions, deletions or their respective officers changes suggested by Parent in connection therewith. Parent and Purchaser shall promptly provide the Company with such information as may be required to be included in the Proxy Statement or directors, should as may be discovered reasonably required to respond to any comment of the SEC staff. After all the comments received from the SEC have been cleared by the SEC staff and all information required to be contained in the Proxy Statement have been included therein by the Company, the Company shall file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed (including by electronic delivery if permitted) as promptly as reasonably practicable, to its stockholders of record, as of the record date established by the Board. Each of the parties shall correct promptly, any information provided by it to be used specifically in the Proxy Statement, if required, that shall have become false or Parent, respectively, which, pursuant misleading in any material respect and shall take all steps necessary to file with the Exchange Act, should be set forth in an SEC and have cleared by the SEC any amendment or a supplement to the Proxy Statement so that as to correct the same and to cause the Proxy Statement would not include any misstatement as so corrected to be disseminated to the stockholders of a material fact or omit to state any material fact necessary to make the statements thereinCompany, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, subject to Section 6.04(b), an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, each case to the extent required by Applicable applicable Law, disseminated to the Company Stockholders. Each party agrees to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading.

Proxy Statement. (a) As promptly as reasonably practicable following the date of this Agreement (but in any event no earlier than thirty (30) days after the date execution of this Agreement), subject to the terms of this Section 7.01, Adara (with the assistance and cooperation of the Company shall as reasonably requested by Ada▇▇) ▇hall prepare and file with the SEC a proxy statement in preliminary form, (as required by the Exchange Act, relating to the Company Stockholder Meeting (together with any amendments amended or supplements theretosupplemented, the “Proxy Statement”). Unless an Adverse Recommendation Change has been made in accordance with Section 6.02, the Company shall include the Special Committee Recommendation and the Company Board Recommendation in any iteration of the Proxy Statement filed in preliminary or definitive form. Parent shall, as promptly as reasonably practicable, furnish ) to be sent to the Company all information concerning Parent and the Merger Subs required by the Exchange Act to be set forth in the Proxy Statement upon request by the Company, and will, upon request stockholders of the Company, confirm and/or supplement the information Adara relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. If the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments or any request from the SEC (or the staff of the SEC) with respect to the Proxy Statement, (ii) each of the Company and Parent shall use its reasonable best efforts to have the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements and (iii) the Company shall file the Proxy Statement in definitive form with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreement, and in no event more than five (5) Business Days after the date on which the SEC confirms that it will not review, or that it has no further comments on the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement or any response to any comment from the SEC with respect thereto shall be made by the Company without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon. In accordance with the Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence of this Section 6.04(a) and the timing contemplated in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement Adara’s stockholders (including any adjournment or postponement thereof, the “Company Stockholder Adara Stockholders’ Meeting”) to be held to consider (i) approval and adoption of this Agreement and the Transactions, including the Merger, (yii) mail to approval of the holders issuance of Company Adara Class A and Class E Common Stock as contemplated by this Agreement, (iii) approval of the record date for notice established for Second Amended and Restated Adara Certificate of Incorporation as set forth on Exhibit F, (iv) approval of the Parent Equity Incentive Plan, and (v) any other proposals the parties deem necessary to effectuate the Merger (collectively, the “Adara Proposals”). Adara shall promptly prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Adara Class A Common Stock (A) to be issued to the stockholders of the Company Stockholder Meeting a Proxy Statementpursuant to this Agreement and (B) held by the stockholders of Adara immediately prior to the Effective Time. The Company shall furnish all information concerning the Company as Adara may reasonably request in connection with such actions and the preparation of the Proxy Statement and Registration Statement. Adara and the Company each shall use its their reasonable best efforts to duly call(i) cause the Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, convene and hold the Company Stockholder Meeting (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Registration Statement, (iii) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable and in any event within thirty five (35iv) days following to keep the Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby. Prior to the effective date of first mailing the Registration Statement, Adara shall use reasonable best efforts to take any action required under any applicable federal or state securities Laws in connection with the issuance of shares of Adara Class A Common Stock, in each case to be issued or issuable to the stockholders of the Company pursuant to this Agreement. As promptly as practicable after finalization of the Proxy Statement, Adara shall mail the Proxy Statement to its stockholders. (b) No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by Adara or the Company Stockholders); provided, however, that without the Company (acting upon the recommendation approval of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: other party (i) with the written consent of Parent (which shall such approval not to be unreasonably withheld, conditioned or delayed). Adara and the Company each will advise the other, (ii) if as promptly after they receive notice thereof, of the time for which when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the Adara Common Stock to be issued or issuable to the stockholders of the Company Stockholder Meeting is scheduledin connection with this Agreement for offering or sale in any jurisdiction, there are insufficient shares or of Company Common Stock represented (either in person or any request by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as the SEC for amendment of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee Proxy Statement or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental Registration Statement or amended disclosure to be disseminated to comments thereon and reviewed responses thereto or requests by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case SEC for additional information. Each of clauses (ii), (iii) Adara and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders cooperate and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meeting. (b) If the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law mutually agree upon (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts agreement not to promptly prepare and file such Other Required Company Filing to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned withheld or delayed), and any response to comments of the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent SEC or its counselstaff with respect to the Registration Statement and any amendment to the Registration Statement filed in response thereto. (c) If at any time prior to Adara represents that the Effective Time any event, circumstance or information relating to supplied by Adara for inclusion in the Company or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, should be discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to Registration Statement and the Proxy Statement so that shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement would not include (or any misstatement amendment thereof or supplement thereto) is first mailed to the stockholders of Adara, (iii) the time of the Adara Stockholders’ Meeting, and (iv) the Effective Time, contain any untrue statement of a material fact or omit fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the party that discovers such information Effective Time, any event or circumstance relating to Adara or Merger Sub, or their respective officers or directors, should be discovered by Adara which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, Adara shall promptly notify inform the other parties hereto and, subject to Section 6.04(b), an appropriate amendment or supplement describing such information shall be promptly filed Company. All documents that Ada▇▇ ▇▇ responsible for filing with the SEC andin connection with the Merger and 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. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the extent stockholders of Adara, (iii) the time of Adara Stockholders’ Meeting, and (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required by Applicable Lawto be stated therein or necessary in order to make the statements therein, disseminated in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Company Stockholders. Each party agrees or any Company Group Member, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to correct any information provided by it for use in the Registration Statement or the Proxy Statement which Statement, the Company shall have become false or misleadingpromptly inform Ada▇▇. ▇ll documents that the Company is responsible for filing with the SEC in connection with the Merger and 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.

Proxy Statement. (a) As Purchaser shall, as promptly as reasonably practicable following the date of this Agreement (but in any event no earlier than thirty (30) days after the date of this Agreement)Execution Date, the Company shall prepare and file with the SEC SEC, in connection with the Purchaser Stock Issuance and the Contemplated Transactions, a preliminary proxy statement in preliminary form, as required by the Exchange Act, of Purchaser relating to the Company Stockholder Meeting (Purchaser Stockholders Meeting, together with any amendments or supplements thereto, thereto necessary to complete the review of such preliminary proxy statement by the SEC (the “Preliminary Proxy Statement”). Unless an Adverse Recommendation Change has been made Purchaser shall be solely responsible for all filings with the SEC in accordance respect of the Preliminary Proxy Statement and the definitive proxy statement (the “Definitive Proxy Statement”) and for compliance as to form and content with Section 6.02the Securities Act, the Exchange Act and applicable rules and regulations; provided that the Company shall include cooperate as contemplated herein. The Parties shall cooperate in the Special Committee Recommendation preparation of the Preliminary Proxy Statement and the Company Board Recommendation in any iteration of the Definitive Proxy Statement filed in preliminary or definitive form. Parent shalland any related filings required by Applicable Law, as promptly as reasonably practicable, furnish and Purchaser shall provide to the Company all information concerning Parent and the Merger Subs required by the Exchange Act to be set forth Seller Representative, within a reasonable period in the Proxy Statement upon request by the Company, and will, upon request of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy Statement. The Company shall promptly notify Parent upon the receipt advance of any comments from the SEC (filing or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between the Company and its Representativesmailing, on the one hand, and the SEC (or the staff of the SEC), on the other hand. If the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments or any request from the SEC (or the staff of the SEC) with respect to the Proxy Statement, (ii) each of the Company and Parent shall use its reasonable best efforts to have the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements and (iii) the Company shall file the Proxy Statement in definitive form with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreement, and in no event more than five (5) Business Days after the date on which the SEC confirms that it will not review, or that it has no further comments on the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement or any response to any comment from the SEC with respect thereto shall be made by the Company without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon. In accordance with on the portions of the Preliminary Proxy Statement and Definitive Proxy Statement that relate to the Company’s organizational documents, Sellers or their respective Affiliates or that describe the Contemplated Transactions, and Purchaser shall consider in good faith and include all reasonable comments of the Company through and the Company Board Seller Representative with respect to such portions. Purchaser shall use its reasonable best efforts todisseminate the Definitive Proxy Statement to the holders of Purchaser’s common stock, par value $0.001 per share (“Purchaser Common Stock”), as promptly as reasonably practicable (but subject following completion of any review of the Preliminary Proxy Statement by the SEC. Purchaser shall promptly advise the Company of any material written or oral comments from the SEC or its staff with respect to the last sentence SEC’s review of this Section 6.04(a) the Preliminary Proxy Statement or the Definitive Proxy Statement and shall provide the Company and the timing contemplated in this Section 6.04(a))Seller Representative with copies of all material correspondence with the SEC relating thereto, (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for Purchaser shall consult with the Company Stockholder Meeting a Proxy Statementand the Seller Representative in responding to any such comments and shall consider in good faith and include the Company’s and the Seller Representative’s reasonable comments in any responses or amendments. The Company shall use its reasonable best efforts furnish, or cause to duly callbe furnished, convene and hold the Company Stockholder Meeting to Purchaser, as promptly as reasonably practicable (and upon request, all information concerning the Company as may be reasonably requested by Purchaser or required by Applicable Law for inclusion in any event within thirty five (35) days following the date of first mailing of the Preliminary Proxy Statement to and the Company Stockholders)Definitive Proxy Statement and any necessary amendments or supplements thereto; provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if except as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, that the Company shall not be required to hold provide information that is subject to attorney-client privilege, work-product protection or applicable confidentiality restrictions, in which case the Parties shall use commercially reasonable efforts to provide such information in a manner that does not waive such privilege or violate such restriction. Information provided by the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without may be used by Purchaser solely for purposes of the prior written consent of Parent or as otherwise Preliminary Proxy Statement, the Definitive Proxy Statement and other filings required by applicable Law, Applicable Law in connection with the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder MeetingContemplated Transactions. (b) If The Parties each agree, as to itself and its Affiliates, that none of the Company determines that information supplied or to be supplied by it or its Affiliates or its Representatives for inclusion or incorporation by reference in the Preliminary Proxy Statement or the Definitive Proxy Statement will, at the time of filing of the Preliminary Proxy Statement, the time of mailing of the Definitive Proxy Statement date it is first mailed to stockholders of Purchaser, or the time of the Purchaser Stockholders Meeting (or any adjournment or postponement thereof), contain any untrue statement of a material fact or omit to state any material fact required to file any document other than be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Purchaser shall cause the Preliminary Proxy Statement with and the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing Definitive Proxy Statement to comply as to form in all material respects with the applicable requirements provisions of the Securities Act or the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafterAct, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed)as applicable, and the rules and regulations thereunder; provided, however, that no representation is made by Purchaser with respect to statements included or incorporated by reference therein that are based on information supplied by or prepared at the direction of the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereonspecifically for inclusion or incorporation by reference therein, and no representation is made by the Company shall give good faith consideration or Sellers with respect to all reasonable additionsstatements included or incorporated by reference therein that are not based upon information supplied by, deletions reviewed by or changes suggested prepared at the direction of the Company or Sellers specifically for inclusion or incorporation by Parent or its counselreference therein. (c) If If, at any time prior to the Effective Time Purchaser Stockholders Meeting, any event, circumstance or information relating to the Company or Parent Company, Purchaser, or any of the Company’s or Parent’s Subsidiaries, or their respective Affiliates, officers or directors, should be discovered by the Company Company, on the one hand, or ParentPurchaser, respectivelyon the other hand, which, pursuant to the Exchange Act, that should be set forth in an amendment or a supplement to the Preliminary Proxy Statement or the Definitive Proxy Statement so that the Proxy Statement such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party Party that discovers such information shall promptly notify the other parties hereto andParty and Purchaser shall, subject to Section 6.04(b)after consulting with the Company and considering in good faith the Company’s reasonable comments, promptly prepare and file with the SEC an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated disseminate such amendment or supplement to Purchaser’s stockholders. Without limiting the foregoing, except as required by Applicable Law, Purchaser shall not file or mail any portion of any amendment or supplement that relates to the Company, Sellers or the Contemplated Transactions (other than immaterial or ministerial changes) without first providing the Company Stockholders. Each party agrees and the Seller Representative a reasonable opportunity to correct any information provided by it review and comment thereon, and Purchaser shall consider in good faith and include the Company’s and the Seller Representative’s reasonable comments with respect to such portions. (d) For the avoidance of doubt, Purchaser shall be responsible for use all filing fees in connection with the Preliminary Proxy Statement which and the Definitive Proxy Statement. Nothing in this Section 7.17 shall have become false require the Company or misleadingSellers to agree to any disclosure that conflicts with the terms of this Agreement or any Collateral Agreement, or to disclose information not in its possession or control.

Proxy Statement. (a) As promptly as reasonably practicable following the date of this Agreement (but in any event no earlier than thirty (30) days after the date execution of this Agreement), the Company shall prepare prepare, and file as promptly as practicable after the No-Shop Period Start Date, the Company shall file, with the SEC a proxy statement in preliminary form, as required by the Exchange Act, relating to the Company Stockholder Meeting meeting of the Company’s stockholders to be held in connection with the Merger (together with any amendments thereof or supplements thereto, the “Proxy Statement”). Unless an Adverse Recommendation Change has been made in accordance with Section 6.02In addition, the Company shall include prepare and file with the Special Committee Recommendation SEC, any Other Filings as and the Company Board Recommendation in any iteration of the Proxy Statement filed in preliminary when required or definitive form. Parent shall, as promptly as reasonably practicable, furnish to the Company all information concerning Parent and the Merger Subs required requested by the Exchange Act SEC. The Company, after consultation with Parent, will use all reasonable efforts to be set forth in the Proxy Statement upon request respond promptly to any comments made by the Company, and will, upon request of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements with respect to the Proxy Statement and any Other Filings. Parent shall provide Parent with copies furnish all information concerning it, its Affiliates and the holders of all correspondence between its capital stock as the Company and its Representatives, on the one hand, may reasonably request in connection with such actions and the SEC (or the staff preparation of the Proxy Statement and any Other Filings. As promptly as practicable after the clearance of the Proxy Statement by the SEC), on the other hand. If the Company receives comments from shall mail the SEC Proxy Statement to its stockholders. The Proxy Statement shall (or subject to Section 6.6(f) and Section 6.6(g) hereof) include the staff recommendation of the SEC) on the preliminary Proxy Statement, (i) each Board that adoption of the parties shall use their reasonable Merger Agreement by the Company’s stockholders is advisable and that the Board has determined that the Merger and the Exchange Consideration are fair and in the best efforts to respond as promptly as reasonably practicable to any comments or any request from the SEC (or the staff interests of the SECCompany’s stockholders. (b) Subject to Section 6.6(f) and Section 6.6(g) hereof, no amendment or supplement (other than pursuant to Rule 425 of the Securities Act with respect to the Proxy Statement, (ii) each of the Company and Parent shall use its reasonable best efforts to have the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements and (iii) the Company shall file the Proxy Statement releases made in definitive form compliance with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after the date Section 6.8 of this Agreement, and in no event more than five (5) Business Days after the date on which the SEC confirms that it will not review, or that it has no further comments on the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement or any response to any comment from the SEC with respect thereto shall Other Filings will be made by the Company without the written approval of Parent (which approval shall not be unreasonably withheld, conditioned withheld or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon. In accordance with the Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence of this Section 6.04(a) and the timing contemplated in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its reasonable best efforts to duly callwill advise Parent, convene and hold promptly after it receives notice thereof, of any request by the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing SEC for amendment of the Proxy Statement to the Company Stockholders); provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned any Other Filings or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person comments thereon and responses thereto or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed requests by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date SEC for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meeting. (b) If the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counseladditional information. (c) If at any time prior to the Effective Time Time, any eventevent or circumstance relating to Parent, or its officers or directors, should be discovered by Parent which should be set forth in an amendment or a supplement to the Proxy Statement or any Other Filing, Parent shall promptly inform the Company. (d) If at any time prior to the Effective Time, any event or circumstance or information relating to the Company or Parent or any of the Company’s or Parent’s SubsidiariesCompany Subsidiary, or their respective officers or directors, should be discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, which should be set forth in an amendment or a supplement to the Proxy Statement so or any Other Filing, the Company shall promptly inform Parent. All documents that the Proxy Statement would not include any misstatement of a Company is responsible for filing in connection with the transactions contemplated herein shall comply as to form and substance in all material fact or omit to state any material fact necessary to make respects with the statements therein, in light applicable requirements of the circumstances under which they were made, not misleadingExchange Act, the party that discovers such information shall promptly notify the rules and regulations thereunder and other parties hereto and, subject to Section 6.04(b), an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to the Company Stockholders. Each party agrees to correct any information provided by it for use in the Proxy Statement which shall have become false or misleadingapplicable Laws.

Proxy Statement. (a) As promptly soon as reasonably practicable following the date of this Agreement (but in any event no earlier than thirty (30) days after the date execution of this Agreement), the Company shall prepare and file with the SEC a proxy statement in preliminary form, as required by the Exchange Act, relating with respect to the Company Stockholder Shareholders Meeting in a form reasonably acceptable to Parent (together with any amendments or supplements thereto, the “Proxy Statement”), and use its reasonable efforts to have the Proxy Statement cleared by the SEC and mailed to the Company’s shareholders. Unless an Adverse Recommendation Change has been made in accordance with Section 6.02Parent, Amalgamation Sub and the Company shall include cooperate with each other in the Special Committee Recommendation and the Company Board Recommendation in any iteration preparation of the Proxy Statement filed in preliminary or definitive formStatement. Parent shallSubject to Section 7.01(a), as promptly as reasonably practicable, furnish to the Company all information concerning Parent and the Merger Subs required by the Exchange Act to be set forth in the Proxy Statement upon request by shall contain (A) statements of the Company’s Board of Directors that it has (i) determined that this Agreement and the transactions contemplated hereby, including the Amalgamation, are fair to and will, upon request in the best interests of the shareholders of the Company, confirm and/or supplement (ii) declared the information relating Amalgamation and this Agreement to Parentbe advisable and (iii) recommend that the shareholders of the Company vote in favor of the approval of the Amalgamation and the adoption of this Agreement, Merger which recommendations shall not be withdrawn, amended or modified in a manner adverse to Parent or the Amalgamation Sub Inc.(unless withdrawn, Merger Sub I, Merger Sub II modified or Merger Sub III supplied by it for inclusion changed in accordance with the terms of Section 6.05) and (B) the written opinion of the Company’s Financial Advisor referred to in Section 4.17. The Proxy Statement shall comply as to form and content in all material respects with the applicable provisions of the Exchange Act. Parent and its counsel shall be given an opportunity to review and comment upon the Proxy StatementStatement and any amendment or supplement thereto prior to the filing thereof with the SEC, and the Company shall consider any such comments in good faith. The Company shall agrees to promptly notify provide to Parent upon the receipt and its counsel copies of any comments which the Company or its counsel may receive from the SEC (or the staff of the SEC) or its staff, any request from by the SEC (or the its staff of the SEC) for amendments or supplements to the Proxy Statement or for additional information and shall provide Parent with copies of all any other correspondence between the Company and or any of its Representativesrepresentatives, on the one hand, and the SEC (or the staff of the SEC)its staff, on the other hand. If the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments or any request from the SEC (or the staff of the SEC) with respect to the Proxy Statement, (ii) each of Statement or the Company Amalgamation. Parent and Parent shall use its reasonable best efforts to have the SEC advise the Company as Amalgamation Sub will promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements and (iii) the Company shall file the Proxy Statement in definitive form with the SEC and cause the definitive Proxy Statement to be mailed supply to the Company Stockholders as of the record date in writing, for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreement, and inclusion in no event more than five (5) Business Days after the date on which the SEC confirms that it will not review, or that it has no further comments on the Proxy Statement, which confirmation shall all information concerning Parent and Amalgamation Sub required by Law to be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing with the SEC that the SEC will or will not be reviewing included in the Proxy Statement. No filing ofThe Company, or amendment or supplement to, the Proxy Statement or any response to any comment from the SEC with respect thereto shall be made by the Company without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon. In accordance with the Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence of this Section 6.04(a) and the timing contemplated in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its reasonable best efforts to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing of the Proxy Statement to the Company Stockholders); provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meeting. (b) If the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts Amalgamation Sub agree to promptly prepare and file such Other Required Company Filing to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counsel. (c) If at any time prior to the Effective Time any event, circumstance or information relating to the Company or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, should be discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement so that 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 were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, subject to Section 6.04(b), an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to the Company Stockholders. Each party agrees to correct any information provided by it any of them for use in the Proxy Statement which shall have become false or misleadingmisleading in any material respect, and the Company further agrees to take all steps necessary to cause such Proxy Statement as so corrected to be filed with the SEC and disseminated to the Company’s shareholders, in each case as and to the extent required by the applicable provisions of the Exchange Act. The Company agrees to use reasonable efforts, after consultation with the other parties hereto, to respond promptly to any comments or requests for any amendments or supplements received from the SEC or its staff with respect to the Proxy Statement and any preliminary version or amendment thereof, filed by it. Each of Parent and Amalgamation Sub agree to use reasonable efforts to promptly provide the Company with any information necessary to respond to any such comments or requests received from the SEC or its staff. The Company, Parent and Amalgamation Sub shall use reasonable efforts to cause the Proxy Statement to be mailed to the Company’s shareholders at the earliest practicable time, in accordance with applicable Law.

Proxy Statement. As promptly as practicable after the execution and delivery of this Agreement, the Company shall: (a) As promptly as reasonably practicable following the date of this Agreement prepare and, after consultation with and review by Parent and its outside counsel (but in any event no earlier than thirty (30) days after the date of this Agreementwhich review shall not be unreasonably delayed), the Company shall prepare and file with the SEC a preliminary proxy statement in preliminary form, as required by the Exchange Act, relating to the Company Stockholder Meeting Transactions and this Agreement and use its reasonable best efforts (together with any amendments or supplements thereto, i) to obtain and furnish the “Proxy Statement”). Unless an Adverse Recommendation Change has been made in accordance with Section 6.02, the Company shall include the Special Committee Recommendation and the Company Board Recommendation in any iteration of the Proxy Statement filed in preliminary or definitive form. Parent shall, as promptly as reasonably practicable, furnish information required to the Company all information concerning Parent and the Merger Subs required be included by the Exchange Act to be set forth SEC in the Proxy Statement upon request and, after consultation with and review by Parent (which review shall not be unreasonably delayed), to respond promptly to any comments made by the Company, SEC with respect to the preliminary proxy statement and will, upon request of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in promptly cause the Proxy Statement. The Statement to be mailed to its stockholders and, if necessary, after the Proxy Statement shall have been so mailed, promptly circulate amended or supplemental proxy material and, if required in connection therewith, resolicit proxies; provided, that no such amended or supplemental proxy material will be mailed by the Company without consultation with and review by Parent and its outside counsel (which review shall not be unreasonably withheld, conditioned or delayed) and (ii) subject to Section 6.3(b), to obtain the necessary approvals of this Agreement and the Transactions by the Company Stockholders; (b) promptly notify Parent upon of the receipt of any the comments from of the SEC (or the staff and of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements to the preliminary proxy statement or the Proxy Statement or for additional information, and shall provide promptly supply Parent and its outside counsel with copies of all written correspondence between the Company and or its Representatives, on the one hand, and the SEC (or the staff members of the SEC)its staff, on the other hand. If the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments or any request from the SEC (or the staff of the SEC) with respect to the preliminary proxy statement, the Proxy Statement or the Transactions; (c) promptly inform Parent and its outside counsel if at any time prior to the Special Meeting any event should occur that is required by applicable Law to be set forth in an amendment of, or a supplement to, the Proxy Statement, in which case, the Company, with the cooperation of and in consultation with, Parent and its outside counsel, will, upon learning of such event, promptly prepare and mail such amendment or supplement; and (d) it is expressly understood and agreed that (i) Parent, Merger Subsidiary and the Company will cooperate with each other in connection with all aspects of the preparation, filing and clearance by the SEC of the Proxy Statement (including the preliminary proxy statement and any and all amendments or supplements thereto), (ii) the Company shall give Parent and its outside counsel the opportunity to review and comment on the Proxy Statement prior to it being filed with the SEC and shall give Parent and its outside counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC and each of the Company and Parent shall agrees to use its commercially reasonable best efforts efforts, after consultation with the other, to have respond promptly to all such comments of and requests by the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements SEC, and (iii) to the extent practicable and desired by Parent, the Company and its outside counsel shall file the Proxy Statement permit Parent and its outside counsel to participate in definitive form all communications with the SEC and cause the definitive Proxy Statement its staff (including all meetings and telephone conferences) relating to be mailed to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreement, and in no event more than five (5) Business Days after the date on which the SEC confirms that it will not review, or that it has no further comments on the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement this Agreement or any response to any comment from of the SEC with respect thereto shall be made Transactions (provided, that in the event that such participation by the Company without the written approval of Parent (which shall is not be unreasonably withheldpracticable or desired by Parent, conditioned or delayed), and the Company shall provide promptly inform Parent and its counsel a reasonable opportunity to review and comment thereon. In accordance with of the Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence content of this Section 6.04(a) all such communications and the timing contemplated in this Section 6.04(aparticipants involved therein)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its reasonable best efforts to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing of the Proxy Statement to the Company Stockholders); provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meeting. (b) If the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counsel. (c) If at any time prior to the Effective Time any event, circumstance or information relating to the Company or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, should be discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement so that 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 were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, subject to Section 6.04(b), an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to the Company Stockholders. Each party agrees to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading.

Proxy Statement. (a) As promptly as reasonably practicable following the date of this Agreement (but in any event no earlier than thirty (30) days after the date of this Agreement), the Company Republic shall prepare and file with the SEC a proxy materials which shall constitute the proxy statement in preliminary form, as required by the Exchange Act, relating to the Company Stockholder matters to be submitted to the Republic stockholders at the Republic Stockholders Meeting (together with such proxy statement, and any amendments or supplements thereto, the “Proxy Statement”). Unless an Adverse Recommendation Change has been made in accordance , and Republic shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with Section 6.02, the Company shall include the Special Committee Recommendation respect thereto and the Company Board Recommendation in any iteration of to cause the Proxy Statement filed in preliminary or definitive form. Parent shall, to be mailed to the Republic stockholders as promptly as reasonably practicable, furnish to practicable following the Company all information concerning Parent and the Merger Subs required by the Exchange Act to be set forth in the Proxy Statement upon request by the Company, and will, upon request date of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy Statementthis Agreement. The Company Republic shall promptly notify Parent Arrow upon the receipt of any comments from the SEC (or the staff of the SEC) SEC or any request from the SEC (or the staff of the SEC) SEC for amendments or supplements to the Proxy Statement and shall provide Parent Arrow with copies of all correspondence between the Company Republic and its Representativesrepresentatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand, relating to the Proxy Statement. If Notwithstanding the Company receives foregoing, prior to filing or mailing the Proxy Statement or responding to any comments from of the SEC (or the staff of the SEC) on the preliminary Proxy Statementwith respect thereto, Republic (i) each of the parties shall use their provide Arrow a reasonable best efforts opportunity to respond as promptly as review and comment on such document or response and (ii) shall include in such document or response all comments reasonably practicable proposed by Arrow. Whenever any event occurs which is required to any comments be set forth in an amendment or any request from the SEC (or the staff of the SEC) with respect supplement to the Proxy Statement, Republic shall promptly inform Arrow of such occurrence and shall file with the SEC and/or mail to the stockholders of Republic such amendment or supplement. (iib) each Republic shall take all lawful action to call, give notice of, convene and hold a meeting of its stockholders, such meeting to take place as promptly as practicable following the Company and Parent date hereof (the “Republic Stockholders Meeting”), for the purpose of obtaining the Required Republic Vote with respect to the transactions contemplated by this Agreement. Subject to Section 5.4(b), the Board of Directors of Republic shall use its reasonable best efforts to have obtain from the SEC advise Republic stockholders the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements Required Republic Vote and (iii) the Company shall file the Proxy Statement in definitive form with the SEC and cause the definitive Proxy Statement to be mailed recommend to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of Republic stockholders that they vote to adopt this Agreement, and in no event more than five (5) Business Days after the date on which the SEC confirms that it will not review, or that it has no further comments on the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement or any response to any comment from the SEC with respect thereto shall be made by the Company without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), Agreement and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon. In accordance with the Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence plan of this Section 6.04(a) and the timing contemplated in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its reasonable best efforts to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing of the Proxy Statement to the Company Stockholders)merger contained herein; provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which Republic shall not be unreasonably withheld, conditioned or delayed), (ii) if as obligated to make the foregoing recommendation to the extent that the Board of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares Directors of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined Republic determines in good faith (after consultation with its outside legal counsel) that such failure to so recommend is necessary required in order to comply with its fiduciary duties under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior applicable law (subject to the Company Stockholder Meetingrequirements of Section 7.2); provided, thatfurther, in the case of clauses (ii)however, (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding that notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Agreement shall be deemed to relieve Republic of its obligation to submit this Agreement to its stockholders for a vote on the Company shall not be required to hold the Company Stockholder Meeting if approval thereof unless this Agreement has been terminated in accordance with Article VIII. Without its terms prior to the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Republic Stockholders Meeting. (b) If the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counsel. (c) If at any time prior Nothing contained in this Section 5.1 shall prohibit Republic from taking and disclosing to the Effective Time stockholders of Republic a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act or from making any event, circumstance or information relating required disclosure to the Company or Parent or any stockholders of Republic if, in the good faith judgment of the Company’s or Parent’s SubsidiariesBoard of Directors of Republic, or their respective officers or directorsafter consultation with outside legal counsel, should failure to so disclose would be discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement so that 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 inconsistent with its fiduciary obligations under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, subject to Section 6.04(b), an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to the Company Stockholders. Each party agrees to correct any information provided by it for use in the Proxy Statement which shall have become false or misleadingapplicable law.

Proxy Statement. (a) As promptly as reasonably practicable following the date of this Agreement (but in any event no earlier than thirty (30) days after the date execution of this Agreement), the Company shall prepare and file with the SEC a preliminary proxy statement in preliminary form, materials which shall constitute the Proxy Statement. As promptly as required practicable after final comments received from the SEC thereon and after the furnishing by the Exchange Act, relating Company and Parent of all information required to the Company Stockholder Meeting (together with any amendments or supplements thereto, the “Proxy Statement”). Unless an Adverse Recommendation Change has been made in accordance with Section 6.02be contained therein, the Company shall include file with the Special Committee Recommendation SEC the definitive Proxy Statement relating to the adoption of this Agreement and approval of the transactions contemplated hereby by the stockholders of the Company Board Recommendation in any iteration of the Proxy Statement filed in preliminary or definitive form. Parent shall, as promptly as reasonably practicable, furnish pursuant to the Company all information concerning Parent and the Merger Subs required by the Exchange Act to be set forth in the Proxy Statement upon request by the Company, and will, upon request of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy Statementthis Agreement. The Company shall promptly permit Parent and its counsel to review and provide comments to the Proxy Statement, and shall incorporate any such comments that are reasonable into the Proxy Statement before it is filed with the SEC. (b) The Company shall notify Parent promptly upon the receipt of any comments from the SEC (or the its staff of the SEC) or any other government officials in connection with any filing made pursuant hereto and of any request from by the SEC (or the its staff of the SEC) or any other government officials for amendments or supplements to the Proxy Statement or any other filings or for additional information, and shall provide will supply Parent with copies of all correspondence between the Company and or any of its Representativesrepresentatives, on the one hand, and the SEC (or the its staff of the SEC)or any other government officials, on the other hand. If the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments or any request from the SEC (or the staff of the SEC) with respect to the Proxy Statement, (ii) each of the Statement or any other filing. The Company and Parent shall use its reasonable best efforts to have the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements and (iii) the Company shall file the Proxy Statement in definitive form with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreement, and in no event more than five (5) Business Days after the date on which the SEC confirms that it will not review, or that it has no further comments on the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or file any amendment or supplement to, or any correspondence to the SEC or its staff with respect to, the Proxy Statement or any response to any comment from the SEC with respect thereto shall be made by the Company Statement, without the written approval of providing Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon. In accordance with the Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence of this Section 6.04(a) and the timing contemplated in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its reasonable best efforts to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing of the Proxy Statement to the Company Stockholders); provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meeting. (b) If the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counsel. (c) If at any time prior to the Effective Time vote of stockholders at the Company Stockholders Meeting any event, circumstance or information relating to the Company or Parent Parent, or any of the Company’s or Parent’s Subsidiariesits respective affiliates, or their respective officers or directors, should be discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, Parent which should be set forth in an amendment or a supplement to the Proxy Statement so that the Proxy Statement such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that which discovers such information shall promptly notify the other parties party hereto and, subject to Section 6.04(b), and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Lawlaw, disseminated to the Company Stockholdersstockholders of the Company. Each party agrees Whenever any event occurs which is required to correct any information provided by it for use be set forth in an amendment or supplement to the Proxy Statement which shall have become false or misleadingany other filing, the Company or Parent will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials and/or mailing to stockholders of Company, such amendment or supplement.

Proxy Statement. (a) As promptly soon as reasonably practicable following the date of this Agreement (but and in any event no earlier than thirty (30) days after the date of this Agreement), the Company shall prepare and file with the SEC a proxy statement in preliminary form, as required by the Exchange Act, relating to the Company Stockholder Meeting (together with any amendments or supplements thereto, the “Proxy Statement”). Unless an Adverse Recommendation Change has been made in accordance with Section 6.02, the Company shall include the Special Committee Recommendation and the Company Board Recommendation in any iteration of the Proxy Statement filed in preliminary or definitive form. Parent shall, as promptly as reasonably practicable, furnish to the Company all information concerning Parent and the Merger Subs required by the Exchange Act to be set forth in the Proxy Statement upon request by the Company, and will, upon request of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. If the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments or any request from the SEC (or the staff of the SEC) with respect to the Proxy Statement, (ii) each of the Company and Parent shall use its reasonable best efforts to have the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements and (iii) the Company shall file the Proxy Statement in definitive form with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreement, and in no event more than within twenty-five (525) Business Days after the date on which the SEC confirms that it will not reviewhereof), or that it has no further comments on the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing shall, with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing ofassistance of Parent, or amendment or supplement to, prepare and file the Proxy Statement or any response to any comment from with the SEC with respect thereto shall be made by the Company without the written approval of Parent (which shall not be unreasonably withheldSEC. Parent, conditioned or delayed), Merger Sub and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon. In accordance will cooperate with each other in the Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence of this Section 6.04(a) and the timing contemplated in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as preparation of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its reasonable best efforts to duly call, convene and hold resolve all SEC comments with respect to the Company Stockholder Meeting Proxy Statement as promptly as reasonably practicable (after receipt thereof and in any event within thirty five (35) days following the date of first mailing of to have the Proxy Statement to cleared by the Company Stockholders); provided, however, that the Company (acting upon the recommendation staff of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if SEC as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at promptly as reasonably practicable after such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent filing. Each of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meeting. (b) If the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), Merger Sub and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counsel. (c) If at any time prior to the Effective Time any event, circumstance or information relating to the Company or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, should be discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement so that 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 were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, subject to Section 6.04(b), an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to the Company Stockholders. Each party agrees to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. The Company shall as soon as reasonably practicable notify Parent and Merger Sub of the receipt of any comments from the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment to the Proxy Statement or for additional information and shall promptly provide Parent with copies of all such comments and correspondence. Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, the Company shall provide Parent a reasonable opportunity to review and to comment on such document or response and shall include any such comments reasonably proposed by Parent. (b) Parent and the Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the preparation of the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent and the Company shall make any necessary filings with respect to the Merger under the Securities Act and the Exchange Act and the rules and regulations thereunder.

Proxy Statement. (a) As promptly Subject to the terms of this Section 6.01, SPAC (with the assistance and cooperation of the Company as reasonably practicable following the date of this Agreement (but in any event no earlier than thirty (30requested by SPAC) days after the date of this Agreement), the Company shall prepare and file with the SEC a proxy statement in preliminary form, (as required by the Exchange Act, relating to the Company Stockholder Meeting (together with any amendments amended or supplements theretosupplemented, the “Proxy Statement”). Unless an Adverse Recommendation Change has been made ) to be sent to the stockholders of SPAC relating to the SPAC Stockholders’ Meeting to adopt and approve the SPAC Proposals and other matters reasonably related to the SPAC Proposals, all in accordance with Section 6.02and as required by SPAC’s Organizational Documents, any related agreements with Sponsor and its affiliates, applicable Law, and any applicable rules and regulations of the SEC and the Nasdaq. SPAC and the Company each shall use their reasonable best efforts to (x) cause the Proxy Statement, when filed with the SEC, to comply in all material respects with all legal requirements applicable thereto and (y) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement. As promptly as practicable after the date on which the SEC confirms orally or in writing, that it has no further comments on the Proxy Statement or that it does not intend to review the Proxy Statement, SPAC shall mail the Proxy Statement to its stockholders. Each of SPAC and the Company shall include furnish all information concerning it or any of its subsidiaries as may reasonably be requested by the Special Committee Recommendation other party in connection with such actions and the preparation of the Proxy Statement. (b) No filing of, or amendment or supplement to the Proxy Statement will be made by SPAC without the approval of the Company Board Recommendation in (such approval not to be unreasonably withheld, conditioned or delayed). SPAC will advise the Company, promptly after it receives notice thereof, of any iteration request by the SEC for amendment of the Proxy Statement filed in preliminary or definitive form. Parent comments thereon and responses thereto or requests by the SEC for additional information and shall, as promptly as reasonably practicablepracticable after receipt thereof, furnish to supply the Company all information concerning Parent and the Merger Subs required by the Exchange Act to be set forth in the Proxy Statement upon request by the Company, and will, upon request of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all written correspondence between the Company and it or any of its Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. If the Company receives comments from the SEC (or the staff , or, if not in writing, a description of the SEC) on the preliminary Proxy Statementsuch communication, (i) each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments or any request from the SEC (or the staff of the SEC) with respect to the Proxy Statement, (ii) each . No response to any comments from the SEC or the staff of the SEC relating to the Proxy Statement will be made by SPAC without the prior consent of the Company and Parent shall use its reasonable best efforts (such consent not to have the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements and (iii) the Company shall file the Proxy Statement in definitive form with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreement, and in no event more than five (5) Business Days after the date on which the SEC confirms that it will not review, or that it has no further comments on the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement or any response to any comment from the SEC with respect thereto shall be made by the Company without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), ) and without providing the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon. In accordance with the Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject thereon unless pursuant to the last sentence of this Section 6.04(a) and the timing contemplated in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its reasonable best efforts to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing of the Proxy Statement to the Company Stockholders); provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed telephone call initiated by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meeting. (b) If the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counselSEC. (c) If SPAC represents that the information supplied by SPAC for inclusion in the Proxy Statement shall not, at (i) the time the definitive Proxy Statement is filed, (ii) the time the Proxy Statement is mailed to its stockholders and (iii) the time of the SPAC Stockholders’ Meeting, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time Closing, any event, event or circumstance or information relating to the Company SPAC or Parent or any of the Company’s or Parent’s SubsidiariesOpCo, or their respective officers or directors, should be discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, SPAC which should be set forth in an amendment or a supplement to the Proxy Statement so Statement, SPAC shall promptly inform the Company. (d) The Company represents that the information supplied by the Company for inclusion in the Proxy Statement would not shall not, at (i) the time the definitive Proxy Statement is filed, (ii) the time the Proxy Statement is mailed to SPAC’s respective stockholders and (iii) the time of the SPAC Stockholders’ Meeting, include any misstatement untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If, the party that discovers such information shall promptly notify the other parties hereto and, subject to Section 6.04(b), an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, at any time prior to the extent required by Applicable LawClosing, disseminated any event or circumstance relating to the Company Stockholders. Each party agrees or any Company Subsidiary or its officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to correct any information provided by it for use in the Proxy Statement which Statement, the Company shall have become false or misleadingpromptly inform SPAC.

Proxy Statement. (a) As promptly as reasonably practicable following the date of this Agreement (but in any event no earlier than thirty (30) days after the date execution of this Agreement), the Company shall prepare and the Proxy Statement, which shall, subject to Section 5.08, include the Directors' Recommendation, file the Proxy Statement with the SEC a proxy statement in preliminary form, as required by under the Exchange Act, relating and use all reasonable efforts to have the Company Stockholder Meeting (together with any amendments or supplements theretoProxy Statement cleared by the SEC. Parent, the “Proxy Statement”). Unless an Adverse Recommendation Change has been made in accordance with Section 6.02, Merger Subsidiary and the Company shall include cooperate with each other in the Special Committee Recommendation preparation of the Proxy Statement, and the Company Board Recommendation in any iteration of the Proxy Statement filed in preliminary or definitive form. Parent shall, as promptly as reasonably practicable, furnish to the Company all information concerning Parent and the Merger Subs required by the Exchange Act to be set forth in the Proxy Statement upon request by the Company, and will, upon request of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy Statement. The Company shall promptly notify Parent upon of the receipt of any comments from of the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent with promptly copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. If the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments or any request from the SEC (or the staff of the SEC) with respect to the Proxy Statement, (ii) each representative of the Company and the SEC. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement prior to its being filed with the SEC and shall give Parent and its counsel the opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Merger Subsidiary agrees to use its reasonable best efforts efforts, after consultation with the other parties hereto, to have respond promptly to all such comments of and requests by the SEC advise the Company as SEC. As promptly as reasonably practicable that the SEC has no further comments on after the Proxy Statements and (iii) Statement has been cleared by the SEC, the Company shall file the Proxy Statement in definitive form with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreement, and in no event more than five (5) Business Days after the date on which the SEC confirms that it will not review, or that it has no further comments on the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement or any response to any comment from the SEC with respect thereto shall be made by the Company without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon. In accordance with the Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence of this Section 6.04(a) and the timing contemplated in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its reasonable best efforts to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing of the Proxy Statement to the Company Stockholders); provided, however, that the Company (acting upon the recommendation stockholders of the Special Committee) may postpone, recess or adjourn Company. Prior to the Company Stockholder Meeting: (i) with the written consent date of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if as approval of the time for which Merger by the Company Stockholder Meeting is scheduledCompany's stockholders, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as each of the time for which the Company Stockholder Meeting is scheduledCompany, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing Parent and distribution of Merger Subsidiary shall correct promptly any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure information provided by it to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, used specifically in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meeting. (b) If the Company determines that it is required to file any document other than the Proxy Statement with the SEC that shall have become false or misleading in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing to comply in all any material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), respect and the Company shall provide Parent take all steps necessary to file with the SEC and its counsel a reasonable opportunity to review and comment thereon, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counsel. (c) If at any time prior to the Effective Time any event, circumstance or information relating to the Company or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, should be discovered have cleared by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an SEC any amendment or a supplement to the Proxy Statement so that as to correct the same and to cause the Proxy Statement would not include any misstatement as so corrected to be disseminated to the stockholders of a material fact or omit to state any material fact necessary to make the statements thereinCompany, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, subject to Section 6.04(b), an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, each case to the extent required by Applicable Lawapplicable law, disseminated except that the Company may postpone its previously scheduled annual meeting of stockholders in accordance with the NRS in order to enable the Company Stockholders. Each party agrees ' Approval to correct any information provided by it for use in the Proxy Statement which shall have become false or misleadingconsidered at such annual meeting.

Proxy Statement. (a) As promptly as reasonably practicable (and in any event, within twenty (20) business days) following the date of this Agreement (but in any event no earlier than thirty (30) days after the date of this Agreement), the Company shall prepare and file with the SEC a proxy statement SEC, in preliminary form, as required by the Exchange Act, a proxy statement relating to a meeting of the Company Stockholders (the “Company Stockholder Meeting Meeting”) (together with any amendments as amended or supplements theretosupplemented from time to time, the “Proxy Statement”). Unless an Adverse Recommendation Change has been made in accordance with Subject to Section 6.025.1(b), the Board of Directors of the Company shall include the Special Committee Recommendation and the Company Board Recommendation in any iteration of the Proxy Statement filed in preliminary or definitive form. Parent shall, as promptly as reasonably practicable, furnish to the Company all information concerning Parent and the Merger Subs required by the Exchange Act to be set forth in the Proxy Statement upon request by the Company, and will, upon request of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy Statement. Parent shall furnish all information concerning itself and its Affiliates that is reasonably requested by the Company to be included in the Proxy Statement and shall otherwise reasonably assist and cooperate with the Company in the preparation of the Proxy Statement and the resolution of any comments thereto received from the SEC. The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any (written or oral) substantive comments of the SEC with respect to the Proxy Statement and to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable and to file the Proxy Statement with the SEC in definitive form promptly thereafter. The Company shall promptly (and in any event within twenty-four (24) hours) notify Parent upon the receipt of any written or oral comments from the SEC (or the its staff of the SEC) or any request from the SEC (or the its staff of the SEC) for amendments or supplements to the Proxy Statement and shall provide Parent with copies a copy of all material written correspondence between the Company and its or any of the Company’s Representatives, on the one hand, and the SEC (or the staff of the SEC)its staff, on the other hand. If the Company receives comments from the SEC hand (or the staff and a summary of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments or any request from the SEC (or the staff of the SECsubstantive oral conversations) with respect to the Proxy StatementStatement or the Transactions. Until such time as there has been a Company Adverse Change Recommendation, (ii) each of the Company and Parent shall use its reasonable best efforts to have the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements and (iii) the Company shall file the Proxy Statement in definitive form with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreement, and in no event more than five (5) Business Days after the date on which the SEC confirms that it will not review, or that it has no further comments on the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement or any response to any comment from the SEC with respect thereto shall be made by the Company without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide give Parent and its counsel a reasonable opportunity to review and comment thereon. In accordance on the Proxy Statement, including all amendments and supplements thereto, prior to filing such documents with the Company’s organizational documents, SEC and disseminating such documents to the Company through Stockholders and reasonable opportunity to review and comment on all responses to requests for additional information and shall give due consideration, in good faith, to including any comments on each such document or response that are reasonably proposed by Parent. If, at any time prior to the Company Board shall use its reasonable best efforts toStockholders Meeting, as promptly as reasonably practicable (but subject any information relating to the last sentence Company, Parent or any of this Section 6.04(a) and their respective Affiliates, officers, directors or other Representatives should be discovered by the timing contemplated Company or Parent that should be set forth in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment an amendment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail supplement to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its reasonable best efforts to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing of so that the 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 therein, in light of the circumstances under which they are made, not misleading, the Party that discovers such information shall promptly notify the other Parties, and the Company shall promptly file an appropriate amendment or supplement to the Proxy Statement describing such information with the SEC and, to the extent required by applicable Legal Requirements, cause such amendment or supplement to be promptly disseminated to the Company Stockholders); provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meeting. (b) If the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Mergers or other Transactions Merger pursuant to Applicable Law applicable Legal Requirements (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall will use its reasonable best efforts to promptly prepare and file such Other Required Company Filing with the SEC. The Company will use its reasonable best efforts to cause any Other Required Company Filing to comply as to form in all material respects with the applicable requirements of the Exchange Act and other Applicable Lawthe rules of the SEC and Nasdaq. Except in connection with an a Company Adverse Change Recommendation Change or thereafter, the Company shall not file give Parent and its counsel a reasonable opportunity to review and comment on any Other Required Company Filing Filing, including all amendments and supplements thereto, prior to filing with the SEC without and shall give due consideration, in good faith, to including any comments on each such Other Required Company Filing that are reasonably proposed by Parent. (c) The Company shall (i) establish a record date for the Company Stockholder Meeting in accordance with applicable Legal Requirements, the Certificate of Incorporation and the Company’s bylaws, (ii) commence a broker search pursuant to Section 14a-13 of the Exchange Act in connection therewith, and (iii) as promptly as reasonably practicable (and in any event within five (5) business days) after the earlier to occur of (x) the date on which the Company is informed that the SEC does not intend to review the Proxy Statement or has no further comments thereon and (y) expiration of the 10-day waiting period contemplated by Rule 14a-6(a) promulgated under the Exchange Act, (A) mail or cause to be mailed the Proxy Statement (including a form of proxy) in definitive form to the Company Stockholders in accordance with applicable Legal Requirements and the Company’s bylaws; and (B) subject to applicable Legal Requirements, take all other action necessary under all applicable Legal Requirements, the Certificate of Incorporation, the Company’s bylaws and the rules of Nasdaq to duly call, give notice of, convene and hold the Company Stockholders Meeting. The Company will schedule the Company Stockholder Meeting to be held within thirty-five (35) (unless the Company’s nationally recognized proxy solicitor advises that thirty-five (35) days from the date of the initial mailing the Proxy Statement is insufficient time to submit and obtain the Company Required Vote, in which case, such later date to which Parent consents (such consent not to be unreasonably delayed, conditioned or withheld)) days of the initial mailing of the Proxy Statement. The Company agrees that no matters will be brought before the Company Stockholder’s Meeting other than the adoption of this Agreement and any related and customary procedural matters (including for the avoidance of doubt, any customary advisory vote to approve certain compensation that may become payable to the Company’s named executive officers in connection with the consummation of the Merger and any customary proposal to adjourn or postpone such Company Stockholder Meeting). The Company may adjourn, recess or postpone the Company Stockholder Meeting (I) if as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting, (II) to solicit additional proxies for the purpose of obtaining the Company Required Vote, (III) with the written approval consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon(IV) after consultation with Parent, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counsel. (c) If at any time prior to the Effective Time extent necessary (y) to permit the preparation, filing and dissemination of any event, circumstance supplement or information relating to the Company or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, should be discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements thereinCompany has reasonably determined, in light consultation with its outside legal counsel, is required under applicable Legal Requirements and (z) to provide an adequate amount of time for such supplement or amendment to be reviewed by the Company Stockholders in advance of the circumstances under which they were madeCompany Stockholders Meeting, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, subject to Section 6.04(b), an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, (V) to the extent required by Applicable Lawa court of competent jurisdiction in connection with any proceedings in connection with this Agreement or the Transactions; provided that unless otherwise agreed by Parent (which consent shall not be unreasonably withheld, disseminated conditioned or delayed), the Company Stockholder Meeting will not be adjourned, recessed, or postponed to a date that is more than ten (10) days after the date for which the then most-recent Company Stockholders Meeting was scheduled or to a date that is on or after the fifth (5th) business day preceeding the Termination Date and the Company may not adjourn, recess, or postpone the Company Stockholders Meeting pursuant to the foregoing clauses (I) and (II) on more than two (2) occassions. The Company shall, unless there has been a Company Adverse Change Recommendation, use its reasonable best efforts to (x) solicit from the Company Stockholders proxies in favor of the Company Required Vote and (y) take all other actions necessary or advisable to secure the Company Required Vote. Notwithstanding the foregoing, and unless this Agreement has been terminated in accordance with Section 7.1, the Company’s obligation to call, give notice of, convene and hold the Company Stockholders Meeting in accordance shall not be limited or otherwise affected by the making, commencement, public disclosure, public announcement or submission to the Company Stockholders(or the Company Board or any committee thereof) of any Acquisition Proposal, Acquisition Inquiry, or any Company Adverse Change Recommendation. Each party agrees If requested by Parent on up to correct two (2) separate occasions in order to allow additional time for the solicitation of votes in order to obtain the Company Required Vote, the Company shall postpone or adjourn the Company Stockholders Meeting for up to ten (10) business days on each such occasion, so long as such postponement or adjournment would not require a change to the record date for the Company Stockholders Meeting. (d) The Company shall, upon the request of Parent following the dissemination of the definitive Proxy Statement, keep Parent reasonably informed regarding the proxies received by the Company with respect to the Company Stockholders Meeting. (e) Nothing in this Section 5.2 shall be deemed to prevent the Company, the Company Board or any information provided by it for use committee thereof from taking any action they are permitted or required to take under, and in the Proxy Statement which shall have become false compliance with, Section 4.4 or misleadingSection 5.1(b).

Proxy Statement. (a) As promptly If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as reasonably soon as practicable following the date of this Agreement (but in any event no earlier than thirty (30) days after Acceptance Time, the date of this Agreement)Company, Parent and Acquisition Sub shall jointly prepare, and the Company shall prepare and file with the SEC a proxy statement SEC, the Proxy Statement for use in preliminary form, as required by connection with the Exchange Act, relating to solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting (together with any amendments or supplements theretoMeeting. The Company, the “Proxy Statement”). Unless an Adverse Recommendation Change has been made in accordance with Section 6.02, the Company shall include the Special Committee Recommendation Parent and the Company Board Recommendation in any iteration of the Proxy Statement filed in preliminary or definitive form. Parent shallAcquisition Sub, as promptly as reasonably practicablethe case may be, shall furnish to the Company all information concerning Parent and the Merger Subs required by the Exchange Act to be set forth in the Proxy Statement upon request by the Company, and will, upon request of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC Parent and Acquisition Sub (or the staff of the SECand their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. If Subject to applicable Law, the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments or any request from the SEC (or the staff of the SEC) with respect to the Proxy Statement, (ii) each of the Company and Parent shall use its reasonable best efforts to have the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements and (iii) the Company shall file the Proxy Statement in definitive form with the SEC and cause the definitive Proxy Statement to be mailed disseminated to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after following the date of this Agreement, and in no event more than five (5) Business Days after the date on which filing thereof with the SEC confirms and confirmation from the SEC that it will not reviewcomment on, or that it has no further additional comments on on, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, which confirmation shall as so corrected, to be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing filed with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement or any response and disseminated to any comment from the SEC with respect thereto shall be made by the Company without Stockholders, in each case as and to the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the extent required by applicable Laws. The Company shall provide Parent Parent, Acquisition Sub and its their counsel a reasonable opportunity to review and comment thereon. In accordance on the Proxy Statement prior to the filing thereof with the Company’s organizational documentsSEC, and the Company through the Company Board shall use its give reasonable best efforts toand good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as promptly soon as reasonably practicable (but subject to the last sentence of this Section 6.04(a) and the timing contemplated in this Section 6.04(apracticable)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its reasonable best efforts provide in writing to duly callParent, convene Acquisition Sub and hold their counsel any comments or other communications, whether written or oral, the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following or its counsel may receive from the date of first mailing of SEC or its staff with respect to the Proxy Statement to the Company Stockholders); provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at promptly after such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meeting. (b) If the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed)receipt, and the Company shall provide Parent Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its counsel staff (including a reasonable opportunity to review and comment thereonon any such response, and to which the Company shall give reasonable and good faith consideration to all reasonable additionsany comments made by Parent, deletions or changes suggested by Parent Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its counselstaff regarding any such comments. (cb) If at any time prior Unless this Agreement is earlier terminated pursuant to Article IX, subject to the Effective Time any eventterms of Section 7.5, circumstance or information the Company shall include the portion of the Company Board Recommendation relating to the Company or Parent or any Merger and the adoption of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, should be discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement so that 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 were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, subject to Section 6.04(b), an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to the Company Stockholders. Each party agrees to correct any information provided by it for use this Agreement in the Proxy Statement which shall have become false or misleadingStatement.

Proxy Statement. (a) As promptly Subject to Section 8(b) hereof, I-Link, acting through its Board of Directors, shall: (i) duly call, give notice of, convene and hold an annual or special meeting of its shareholders (the "SHAREHOLDERS MEETING") as reasonably soon as practicable following the date hereof for the purpose of this Agreement (but in any event no earlier than thirty (30) days after the date of considering and taking action upon this Agreement), the Company shall ; (ii) prepare and file with the SEC a preliminary proxy statement in preliminary form, relating to this Agreement as soon as reasonably practicable and obtain and furnish the information required to be included by the Exchange Act, relating to the Company Stockholder Meeting (together with any amendments or supplements thereto, the “Proxy Statement”). Unless an Adverse Recommendation Change has been made in accordance with Section 6.02, the Company shall include the Special Committee Recommendation and the Company Board Recommendation in any iteration of the Proxy Statement filed in preliminary or definitive form. Parent shall, as promptly as reasonably practicable, furnish to the Company all information concerning Parent and the Merger Subs required by the Exchange Act to be set forth SEC in the Proxy Statement upon request by the Companyand, and willafter consultation with Counsel Springwell, upon request of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between the Company and use its Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. If the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments or any request from made by the SEC (or the staff of the SEC) with respect to the preliminary proxy and cause a definitive proxy (as amended or supplemented, the "PROXY STATEMENT") to be mailed to its shareholders; (iii) include in the definitive Proxy Statement, (ii) each Statement the written opinion of the Company financial advisor to the Special Committee of the Board of Directors of I-Link that the transactions contemplated by this Agreement are fair to the shareholders of I-Link from a financial point of view; (iv) afford to all of the shareholders of I-Link dissenters' rights under Florida law relating to the matters to be presented to them for consideration at the Shareholder Meeting and Parent shall relating to the subject matter of this Agreement; and (v) use its reasonable best efforts to have obtain the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements and (iii) the Company shall file the Proxy Statement in definitive form with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreement, and in no event more than five (5) Business Days after the date on which the SEC confirms that it will not review, or that it has no further comments on the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement or any response to any comment from the SEC with respect thereto shall be made by the Company without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon. In accordance with the Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence of this Section 6.04(a) and the timing contemplated in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, and the “Company Stockholder Meeting”) and (y) mail to transactions contemplated hereby by the holders of Company Common Stock as the requisite number of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its reasonable best efforts to duly call, convene issued and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing of the Proxy Statement to the Company Stockholders); provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient outstanding shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as capital stock of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder MeetingI-Link. (b) If The Board of Directors of I-Link shall recommend approval and adoption of this Agreement and the Company determines transactions contemplated hereby by I-Link's shareholders. The Board of Directors of I-Link shall not be permitted to withdraw, amend or modify in a manner adverse to Counsel and Counsel Springwell such recommendation (or announce publicly its intention to do so), except that prior to the Shareholder Meeting, the Board of Directors of I-Link shall be permitted to withdraw, amend or modify its recommendation (or announce publicly its intention to do so) but only if the Board of Directors of I-Link shall have determined in its good faith judgment, based upon the advice of outside counsel, that it is required obligated by its fiduciary obligations under applicable law to file any document other than withdraw, amend or modify such recommendation. If the Shareholder Meeting is being held, the recommendation of the Board of Directors of I-Link shall be included in the Proxy Statement with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counselStatement. (c) If at any time prior Each of Counsel and Counsel Springwell agrees that it will provide I-Link with the information concerning it required to the Effective Time any event, circumstance or information relating to the Company or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, should be discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth included in an amendment or a supplement to the Proxy Statement so that and will vote, or cause to be voted, all of the shares of the Common Stock then owned by it, directly or indirectly, or over which it has the power to vote, in favor of approval of this Agreement and the transactions contemplated hereby. Counsel and Counsel Springwell shall have the right to review in advance all characterizations and information related to them, this Agreement and the transactions contemplated hereby which appear in the Proxy Statement would not include any misstatement Statement. (d) Each of a material fact or omit to state any material fact necessary to make the statements thereinCounsel, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall Counsel Springwell and I-Link agrees promptly notify the other parties hereto and, subject to Section 6.04(b), an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to the Company Stockholders. Each party agrees to correct any information provided by it for use in the Proxy Statement which as and to the extent it shall have become false or misleading in any material respect and to supplement the information provided by it specifically for use in the Proxy Statement to include any information that shall have become necessary, in order to make statements contained therein, in light of the circumstances in which they were made, not misleading, and each of Counsel, Counsel Springwell and I-Link further agrees to take all steps necessary to cause the Proxy Statement, as so corrected or supplemented, to be filed with the SEC and to be disseminated to its shareholders in each case as and to the extent required by applicable federal securities laws.

Proxy Statement. (a) As promptly as reasonably practicable following the date of this Agreement (but in any event no earlier and not later than thirty twenty-five (3025) days after Business Days following the date of this Agreement), (i) the Company shall prepare the Proxy Statement, which shall, subject to Section 7.2, include the Company Board Recommendation, (ii) Parent and file with Merger Sub shall furnish all information concerning themselves and their Affiliates that is required to be included in the SEC a proxy statement Proxy Statement and shall promptly provide such other assistance and information in preliminary form, the preparation of the Proxy Statement as required may be reasonably requested by the Exchange Act, relating Company from time to time and (iii) subject to the Company Stockholder Meeting receipt from Parent and Merger Sub of the information and assistance described in clause (together with any amendments or supplements thereto, the “Proxy Statement”). Unless an Adverse Recommendation Change has been made in accordance with Section 6.02ii) above, the Company shall include the Special Committee Recommendation and the Company Board Recommendation in any iteration of file the Proxy Statement filed in preliminary or definitive form. Parent shall, as promptly as reasonably practicable, furnish to with the Company all information concerning Parent and the Merger Subs required by the Exchange Act to be set forth in the Proxy Statement upon request by the Company, and will, upon request of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy Statement. SEC. (b) The Company shall promptly notify Parent upon the receipt of any comments from the SEC (or the its staff of the SEC) or any request from the SEC (or the its staff of the SEC) for amendments or supplements to the Proxy Statement Statement, and each of the Company, on the one hand, and Parent, on the other hand, shall promptly provide Parent the other with copies of all correspondence between the Company it and its Representatives, on the one hand, and the SEC (or the staff of the SEC)and its staff, on the other hand. If the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their reasonable best efforts relating to respond as promptly as reasonably practicable to any comments or any request from the SEC (or the staff of the SEC) with respect to the Proxy Statement, (ii) each of the Company and Parent shall use its reasonable best efforts to have the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements and (iii) the Company shall file the Proxy Statement in definitive form with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreement, and in no event more than five (5) Business Days after the date on which the SEC confirms that it will not review, or that it has no further comments on the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement or any response to any comment from the SEC with respect thereto shall be made by the Company without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon. In accordance with the Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence of this Section 6.04(a) and the timing transactions contemplated in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statementhereby. The Company shall use its reasonable best efforts to duly callrespond (with the assistance of, convene and hold the Company Stockholder Meeting after consultation with, Parent as provided by this Section 5.2(b)) as promptly as reasonably practicable (and in to any event within thirty five (35) days following the date of first mailing comments of the Proxy Statement to the Company Stockholders); provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock SEC with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meeting. (b) If the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Mergers Statement, including filing any amendments or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counsel. (c) If at any time prior to the Effective Time any event, circumstance or information relating to the Company or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, should be discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement supplements to the Proxy Statement so as may be required. Each of the Company, Parent and Merger Sub shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement would not include will, on the date the Proxy Statement is first mailed to stockholders of the Company, contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. If, at any time prior to the Company Meeting, any information relating to the Company, Parent or any of their respective Affiliates, officers or directors is discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall not contain 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 therein, in the light of the circumstances under which they are made, not misleading, the party Party that discovers such information shall promptly notify the other parties hereto andParties thereof, subject to Section 6.04(b), and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable applicable Law, promptly disseminated to the Company Stockholdersstockholders of the Company. Each party agrees Notwithstanding anything to correct any information provided by it for use in the contrary stated above, prior to filing or mailing the Proxy Statement (including any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, the Company shall provide Parent with a reasonable opportunity to review and comment on such documents or responses and the Company shall consider such comments in good faith. The Company shall file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed to holders of Company Stock as of the record date established for the Company Meeting as promptly as practicable (and in any event within five (5) Business Days) after the date on which shall have become false or misleadingthe SEC confirms that it has no further comments on the Proxy Statement (the “SEC Clearance Date”).

Proxy Statement. (a) As promptly as reasonably practicable following the date of this Agreement (but in any event no earlier than thirty (30) days after the date of this Agreement), the Company shall prepare prepare, and file with the SEC a SEC, preliminary proxy statement in preliminary form, as required by the Exchange Act, materials relating to the Company Stockholder Meeting Approval. Parent agrees to provide the Company with such cooperation in connection with the preparation of the proxy materials as may be reasonably requested by the Company. At the earliest practicable time following the later of (together with any amendments i) receipt and resolution of SEC comments thereon, or supplements thereto, (ii) the “Proxy Statement”). Unless an Adverse Recommendation Change has been made expiration of the 10-day waiting period provided in accordance with Section 6.02Rule 14a-6(a) promulgated under the Exchange Act, the Company shall file definitive proxy materials with the SEC and cause the Proxy Statement to be mailed to its stockholders. The Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities in connection with the Merger to (i) comply as to form in all material respects with all applicable SEC requirements, and (ii) otherwise comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Prior to filing the preliminary proxy materials, definitive proxy materials or any other filing with the SEC or any other Governmental Entity, the Company shall provide Parent (which term shall in all instances in this Section 5.1 also include the Special Committee Recommendation Parent’s counsel) with reasonable opportunity to review and comment on each such filing in advance and the Company Board Recommendation shall consider and act in any iteration of the Proxy Statement filed in preliminary or definitive form. Parent shall, as promptly as reasonably practicable, furnish good faith with respect to the Company all information concerning Parent and the Merger Subs required incorporation of any changes in such filings reasonably proposed by the Exchange Act to be set forth in the Proxy Statement upon request by the Company, and will, upon request of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy Statement. . (b) The Company shall promptly will notify Parent upon promptly of the receipt of any comments from the SEC or its staff (or the staff of notice of the SEC’s intent to review the Proxy Statement) and of any request by the SEC or its staff or any request from the SEC (or the staff of the SEC) other government officials for amendments or supplements to the Proxy Statement or any other filing or for additional/supplemental information, and shall provide will supply Parent with copies of all correspondence between the Company and or any of its Representativesrepresentatives, on the one hand, and the SEC (SEC, or the its staff of the SEC)or any other government officials, on the other hand. If the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments or any request from the SEC (or the staff of the SEC) with respect to the Proxy Statement, (ii) each of the Statement or other filing. The Company and shall consult with Parent shall use its reasonable best efforts prior to have responding to any comments or inquiries by the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements and or any other Governmental Entity with respect to any filings related to (iiior necessary or appropriate to facilitate) the Company shall file the Proxy Statement in definitive form with the SEC Merger and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreement, and in no event more than five (5) Business Days after the date on which the SEC confirms that it will not review, or that it has no further comments on the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement or any response to any comment from the SEC with respect thereto shall be made by the Company without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a with reasonable opportunity to review and comment thereon. In accordance on any such written response in advance and shall consider and act in good faith with the Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject respect to the last sentence incorporation of this Section 6.04(a) and the timing contemplated any changes in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statementsuch filings reasonably proposed by Parent. The Company shall use its reasonable best efforts to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in Whenever any event within thirty five (35) days following the date of first mailing of occurs that is required to be set forth in an amendment or supplement to the Proxy Statement to the Company Stockholders); provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e)other filing, the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreementpromptly inform Parent of such occurrence, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meeting. (b) If the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a with reasonable opportunity to review and comment thereonon any such amendment or supplement in advance, and shall cooperate in filing with the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent SEC or its counselstaff or any other government officials, and/or mailing to the stockholders of the Company, such amendment or supplement. (c) If at any time prior to the Effective Time any event, circumstance or information event relating to the Company or Parent or any of the Company’s or Parent’s Subsidiariesits Affiliates, or their respective officers or directors, directors should be discovered by the Company or Parent, respectively, which, pursuant which is required to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement so that Statement, the Company shall promptly inform Parent. If at any time prior to the Effective Time any event relating to Parent, Sub or any of their Affiliates, officers or directors should be discovered by Parent which is required to be set forth in a supplement to the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements thereinStatement, in light of the circumstances under which they were made, not misleading, the party that discovers such information Parent shall promptly notify inform the other parties hereto and, subject to Section 6.04(b), an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to the Company Stockholders. Each party agrees to correct any information provided by it for use in the Proxy Statement which shall have become false or misleadingCompany.

Proxy Statement. (a) As promptly soon as reasonably practicable following the date hereof, the Company with the assistance of this Agreement (but in any event no earlier than thirty (30) days after Parent and Merger Sub, shall prepare a proxy statement relating to the date authorization and approval of this Agreement), the Plan of Merger and the Transactions by the shareholders of the Company shall prepare and file with the SEC a (such proxy statement in preliminary formstatement, as required by the Exchange Actamended or supplemented, relating being referred to the Company Stockholder Meeting (together with any amendments or supplements thereto, herein as the “Proxy Statement”). Unless an Adverse Recommendation Change has been made in accordance Concurrently with Section 6.02the preparation of the Proxy Statement, the Company Company, Parent and Merger Sub shall include (and Parent shall procure the Special Committee Recommendation other Buyer Group Parties to) jointly prepare and cause to be filed with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 relating to the authorization and approval of this Agreement, the Plan of Merger and the Transactions by the shareholders of the Company Board Recommendation (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”). Each of the Company, Parent and Merger Sub shall (and Parent shall procure the other Buyer Group Parties to) use its reasonable best efforts so that the Proxy Statement and the Schedule 13E-3 and will comply in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Each of the Company, Parent and Merger Sub shall (and Parent shall procure the other Buyer Group Parties to) use its reasonable best efforts to respond promptly to any iteration comments of the SEC with respect to the Proxy Statement and the Schedule 13E-3. Each of the Company, Parent and Merger Sub shall (and Parent shall procure the other Buyer Group Parties to) furnish all information concerning such party to the other parties as may be reasonably required in connection with the preparation, filing and distribution of the Proxy Statement filed in preliminary or definitive formand the Schedule 13E-3 and the resolution of comments with respect thereto from the SEC. Each of Parent shall, as promptly as reasonably practicable, furnish and Merger Sub shall (and shall procure the other Buyer Group Parties to) provide reasonable assistance and cooperation to the Company all information concerning Parent and the Merger Subs required by the Exchange Act to be set forth in the Proxy Statement upon request by the Companypreparation, filing and will, upon request distribution of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy Statement, the Schedule 13E-3 and the resolution of comments from the SEC. The Company shall promptly notify Parent upon the Upon its receipt of any comments from the SEC (or the its staff of the SEC) or any request from the SEC (or the its staff of the SEC) for amendments or supplements to the Proxy Statement and the Schedule 13E-3, the Company shall promptly (and in any event within 24 hours of receipt thereof) notify Parent and Merger Sub and shall provide Parent with copies of all correspondence between the Company and its Representativesrepresentatives, on the one hand, and the SEC (or the staff of the SEC)and its staff, on the other hand. If the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments or any request from the SEC (or the staff of the SEC) with respect to the Proxy Statement, (ii) each of Statement and the Company and Parent shall use its reasonable best efforts Schedule 13E-3. Prior to have filing the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements and (iii) the Company shall file Schedule 13E-3 or mailing the Proxy Statement (or in definitive form with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreementeach case, and in no event more than five (5) Business Days after the date on which the SEC confirms that it will not review, or that it has no further comments on the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or any amendment or supplement to, the Proxy Statement thereto) or any response responding to any comment from comments of the SEC with respect thereto shall be made by thereto, the Company without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company i) shall provide Parent and its counsel Merger Sub with a reasonable opportunity period of time to review and comment thereon. In accordance with the Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence of this Section 6.04(a) on such document or response and the timing contemplated in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its reasonable best efforts to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing of the Proxy Statement to the Company Stockholders); provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined shall consider in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meeting. (b) If the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested reasonably proposed by Parent or its counsel. (c) in good faith. If at any time prior to the Effective Time Shareholders’ Meeting, any event, circumstance or information relating to the Company or Parent Company, Parent, Merger Sub or any of the Company’s or Parent’s Subsidiaries, or their respective Affiliates, officers or directors, should be is discovered by the Company Company, Parent or Parent, respectively, which, pursuant to the Exchange Act, Merger Sub that should be set forth in an amendment or a supplement to the Proxy Statement and/or the Schedule 13E-3 so that the Proxy Statement would and/or the Schedule 13E-3 shall not include contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and the Company shall file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by applicable Law, disseminate to the shareholders of the Company. (b) Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that the information to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Proxy Statement to be sent to the shareholders of the Company in connection with the Shareholders’ Meeting (including any amendment or supplement thereto or document incorporated by reference therein), the Schedule 13E-3 and any other documents filed or to be filed with the SEC in connection with the Merger and the other transactions contemplated hereby, shall not, as of the time such documents (including any amendment or supplement thereto) are first mailed to shareholders of the Company and at the time of the Shareholders’ Meeting, contain untrue statement of material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party (and, in the case of Parent and Merger Sub, the other Buyer Group Parties) is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and that all information supplied by such party (or, in the case of Parent and Merger Sub, the other Buyer Group Parties) for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company makes no representation with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Merger Sub (or the other Buyer Group Parties) for inclusion or incorporation by reference in the Proxy Statement or the Schedule 13E-3. If at any time prior to the Shareholders’ Meeting, any information relating to the Company, Parent, Merger Sub or any of their respective Affiliates, officers or directors (or, in the case of Parent and Merger Sub, the other Buyer Group Parties), is discovered by the Company, Parent or Merger Sub which should be set forth in an amendment or supplement to the Proxy Statement or the Schedule 13E-3 so that the Proxy Statement and the Schedule 13E-3 shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that which discovers such information shall promptly notify the other parties hereto and, subject to Section 6.04(b), and the Company shall file an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable applicable Law, disseminated disseminate to the shareholders of the Company; provided that prior to such filing or dissemination, the Company Stockholders. Each and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party agrees and their Representatives a reasonable opportunity to correct comment thereon. (c) For the avoidance of doubt and notwithstanding anything herein to the contrary, in connection with any information provided disclosure regarding a Change in the Company Recommendation made pursuant to the terms of this Agreement, the Company shall not be required to provide Parent or Merger Sub the opportunity to review or comment on (or include comments proposed by it for use in Parent or Merger Sub in) the Proxy Statement which shall have become false or misleadingthe Schedule 13E-3, or any amendment or supplement thereto, or any comments thereon or any other filing by the Company with the SEC, with respect to such disclosure.

Proxy Statement. (a) As promptly as reasonably practicable following after the date execution of this Agreement (but which in any no event no earlier shall be later than thirty (30) days the 15th Business Day after the date of this Agreement), the Company shall prepare (in consultation with the Parent and after taking into account any comments made by the Parent) and file with the SEC a the proxy statement in preliminary form, as required by the Exchange Act, relating to be sent to the shareholders of the Company Stockholder in connection with the Shareholders’ Meeting (together with any amendments such proxy statement as amended or supplements thereto, supplemented is referred to herein as the “Proxy Statement”)) relating to the approval of this Agreement and the transactions contemplated hereby, including the Merger, by the shareholders of the Company. Unless an Adverse Recommendation Change has been made in accordance with Section 6.02, Each of the Company shall include the Special Committee Recommendation and the Parent shall furnish all information concerning itself and its Affiliates that is required to be included in the Proxy Statement, or that is customarily included in a proxy statement prepared in connection with transactions of the type contemplated by this Agreement. The Company Board Recommendation in shall use commercially reasonable efforts to respond as promptly as practicable to any iteration comments of the SEC with respect to the Proxy Statement filed in preliminary or and to cause the definitive form. Parent shall, Proxy Statement to be mailed to the Company’s shareholders as promptly as reasonably practicable, furnish to practicable after the Company all information concerning Parent and the Merger Subs required by the Exchange Act to be set forth in the Proxy Statement upon request by the Company, and will, upon request date of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy Statementthis Agreement. The Company shall promptly notify the Parent upon the receipt of any comments from the SEC (or the its staff of the SEC) or any request from the SEC (or the its staff of the SEC) for amendments or supplements to the Proxy Statement and shall provide the Parent with copies of all correspondence between the Company it and its Representativesrepresentatives, on the one hand, and the SEC (or the staff of the SEC)and its staff, on the other hand, relating to the Proxy Statement. If at any time prior to the Shareholders’ Meeting any information relating to the Company, the Parent or any of their respective Affiliates, officers or directors is discovered by the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments Parent which should be set forth in an amendment or any request from the SEC (or the staff of the SEC) with respect supplement to the Proxy Statement, (ii) each so that the Proxy Statement or the other filings shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the Company circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and Parent an appropriate amendment or supplement describing such information shall use its reasonable best efforts to have be filed with the SEC advise and, to the Company as promptly as reasonably practicable that extent required by applicable Law, disseminated to the shareholders of the Company. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or making the other filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC has no further comments on the Proxy Statements and (iii) with respect thereto, the Company shall file provide the Proxy Statement Parent an opportunity to review and comment on such document or response and shall include in definitive form with such document or response comments reasonably proposed by the SEC and Parent. The Company shall cause the definitive Proxy Statement to be mailed to the holders of Company Stockholders Common Stock as of the record date for notice established for the Company Stockholder Shareholders’ Meeting as promptly as reasonably practicable after the date of this Agreementpracticable, and in no event more than five (5) Business Days after the date on which the SEC (or the staff of the SEC) confirms that it will not review, or that it has no further comments on the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement or any response to any comment from the SEC with respect thereto shall be made by the Company without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon. In accordance with the Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence of this Section 6.04(a) and the timing contemplated in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its reasonable best efforts to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing of the Proxy Statement to the Company Stockholders); provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meeting. (b) If The information supplied by the Company determines that it is required to file any document other than for inclusion or incorporation by reference in the Proxy Statement with shall not, at the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counsel. (c) If at any time prior to the Effective Time any event, circumstance or information relating to the Company or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, should be discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to date the Proxy Statement so that (or any amendment thereof or supplement thereto) is first mailed to shareholders or at the Proxy Statement would not include time of the Shareholders’ Meeting, be false or misleading with respect to any misstatement of a material fact required to be stated therein, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were are made, not misleading. Notwithstanding the foregoing, the party that discovers such information shall promptly notify the other parties hereto and, subject Company makes no representation or warranty with respect to Section 6.04(b), an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to the Company Stockholders. Each party agrees to correct any information provided supplied in writing by it the Parent expressly for use inclusion in the Proxy Statement or omitted by, the Parent or the Merger Sub which is contained in any of the foregoing documents. (c) The information supplied by the Parent and the Merger Sub in writing expressly for inclusion or incorporation by reference in the Proxy Statement shall have become not, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to shareholders or at the time of the Shareholders’ Meeting, be false or misleading with respect to any material fact required to be stated therein, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, the Parent and the Merger Sub make no representation or warranty with respect to any information about, or supplied or omitted by, the Company which is contained in any of the foregoing documents.

Proxy Statement. In connection with the Company Shareholders Meeting contemplated by SECTION 5.1(B) below, the Company will prepare and file (aafter consultations with Acquiror) As promptly a preliminary proxy statement relating to the transactions contemplated by this Agreement (the "Preliminary Proxy Statement") and will use its commercially reasonable efforts to respond to the comments of the SEC thereon, and to cause a final proxy statement (such proxy statement the "Definitive Proxy Statement") to be mailed to the Company's shareholders, in each case as soon as reasonably practicable following the date of after providing Acquiror with reasonable opportunity to comment thereon. Each party to this Agreement (but in any event no earlier than thirty (30) days after will notify the date of this Agreement), the Company shall prepare and file with the SEC a proxy statement in preliminary form, as required by the Exchange Act, relating to the Company Stockholder Meeting (together with any amendments or supplements thereto, the “Proxy Statement”). Unless an Adverse Recommendation Change has been made in accordance with Section 6.02, the Company shall include the Special Committee Recommendation and the Company Board Recommendation in any iteration other parties promptly of the Proxy Statement filed in preliminary or definitive form. Parent shallreceipt of the comments of the SEC, as promptly as reasonably practicableif any, furnish to the Company all information concerning Parent and the Merger Subs required by the Exchange Act to be set forth in the Proxy Statement upon of any request by the Company, and will, upon request of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements to the Preliminary Proxy Statement or the Definitive Proxy Statement or for additional information, and shall provide Parent will supply the others with copies of all correspondence between the Company and such party or its Representativesrepresentatives, on the one hand, and the SEC (or the staff members of the SEC)its staff, on the other hand. If the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments or any request from the SEC (or the staff of the SEC) with respect to the Preliminary Proxy Statement, (ii) each of the Company and Parent shall use its reasonable best efforts to have the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements and (iii) the Company shall file the Proxy Statement in definitive form with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreement, and in no event more than five (5) Business Days after the date on which the SEC confirms that it will not review, or that it has no further comments on the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or amendment or supplement to, the Definitive Proxy Statement or any response to any comment from the SEC with respect thereto shall be made by the Company without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereonMerger. In accordance with the Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence of this Section 6.04(a) and the timing contemplated in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its reasonable best efforts to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing of the Proxy Statement to the Company Stockholders); provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meeting. (b) If the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counsel. (c) If at any time prior to the Effective Time Company Shareholders Meeting, (i) any event, circumstance or information event should occur relating to the Company or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, should be discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, Subsidiaries which should be set forth in an amendment of, or a supplement to, the Definitive Proxy Statement, or (ii) any event should occur relating to Acquiror, Parent, or Merger Sub or any of their respective Affiliates, or relating to the Proxy Statement so that plans of any such Persons for the Proxy Statement would not include any misstatement Surviving Corporation after the Effective Time of a material fact the Merger, or omit relating to state any material fact necessary to make the statements thereinFinancing of the transaction, in light of the circumstances under which they were madeeither case that should be set forth in an amendment of, not misleadingor a supplement to, the party that discovers Definitive Proxy Statement, then the Company or Acquiror (as applicable), will, upon learning of such information shall event, promptly notify inform the other parties hereto of such event and the Company shall prepare, file and, subject to Section 6.04(b)if required, an appropriate mail such amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable LawCompany's shareholders; provided that, disseminated prior to such filing or mailing the Company shall consult with Acquiror with respect to such amendment or supplement and shall afford Acquiror reasonable opportunity to comment thereon. Acquiror will furnish to the Company Stockholders. Each party agrees the information relating to correct any information provided by it Acquiror, Parent, and Merger Sub, their respective Affiliates and the plans of such Persons for use the Surviving Corporation after the Effective Time of the Merger, and relating to the Financing, which is required to be set forth in the Preliminary Proxy Statement which shall have become false or misleadingthe Definitive Proxy Statement under the Exchange Act and the rules and regulations of the SEC thereunder.

Proxy Statement. (a) As promptly as reasonably practicable following The Parent shall within 45 days of the date later of this Agreement the (but in any event no earlier than thirty i) Execution Date (30ii) days after delivery of Company Audited Financial Statements, and (iii) execution of the date of this Divestiture Agreement), the Company shall prepare and file with the SEC in connection with the transactions contemplated hereby, a preliminary proxy statement in preliminary form, as required by of the Exchange Act, Parent relating to the Company meeting of the stockholders of the Parent to be held for the purposes of obtaining the Parent Stockholder Meeting Approval (together with including any postponement, adjournment or recess thereof, the “Parent Stockholders Meeting”) therein, and any amendments or supplements thereto, thereto necessary to complete the review of such proxy statement by the SEC (the “Preliminary Proxy Statement”). Unless an Adverse Recommendation Change has been made The Parties shall cooperate in accordance preparing and filing with Section 6.02, SEC the Preliminary Proxy Statement (or such other filings as may be necessary under applicable Law). The Parent shall disseminate a definitive proxy statement (the “Definitive Proxy Statement”) to the holders of Parent Common Stock as promptly as reasonably practicable following completion of the review of the Preliminary Proxy Statement by the SEC. Newtek shall furnish all information concerning Newtek or the Company shall include as may be reasonably requested by the Special Committee Recommendation Parent or required by applicable Law in connection with the preparation and filing of the Preliminary Proxy Statement and the Company Board Recommendation in any iteration of the Definitive Proxy Statement filed in preliminary and any necessary amendments or definitive formsupplements thereto (or such other filings as may be necessary under applicable Law). The Parent shall, as promptly as reasonably practicablepracticable after the receipt thereof, furnish provide Newtek with copies of any written comments and advise Newtek of any oral comments with respect to the Company all information concerning Parent and the Merger Subs required Preliminary Proxy Statement received by the Exchange Act to be set forth in the Proxy Statement upon request by the Company, and will, upon request of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC (or the staff of the SEC) or , including any request from the SEC (or the staff of the SEC) for amendments or supplements to the Proxy Statement thereto (or such other filings as may be necessary under applicable Laws), and shall promptly provide Parent Newtek with copies of all other material or substantive correspondence between the Company it and its Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. If Notwithstanding the Company receives comments from foregoing, prior to filing the SEC (Preliminary Proxy Statement or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable responding to any comments or any request from the SEC (or the staff of the SEC) with respect to the Proxy Statement, (ii) each of the Company and Parent shall use its reasonable best efforts to have the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements and (iii) the Company shall file the Proxy Statement in definitive form with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreement, and in no event more than five (5) Business Days after the date on which the SEC confirms that it will not review, or that it has no further comments on the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement or any response to any comment from the SEC with respect thereto thereto, the Parent shall be made by the Company without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), promptly provide Newtek and the Company shall provide Parent and its their counsel a reasonable opportunity to review and comment thereon. In accordance with such document or response (including the Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence proposed final version of this Section 6.04(asuch document or response) and consider in good faith the timing contemplated comments of Newtek in this Section 6.04(a)), (x) establish a record date for connection with any such document or response. The Parent and give notice of a its respective Representatives shall not agree to participate in any material or substantive meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement or conference (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its reasonable best efforts to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing of the Proxy Statement to the Company Stockholders); provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (iby telephone) with the written consent of Parent (which shall not be unreasonably withheldSEC, conditioned or delayed), (ii) if as any member of the time for which the Company Stockholder Meeting is scheduledstaff thereof, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as respect of the time for which Preliminary Proxy Statement or Definitive Proxy Statement prior to consulting with Newtek and, to the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed extent permitted by the Company Stockholders prior SEC, allow Newtek or its Representatives to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meetingparticipate. (b) If The Parties each agree, as to itself and its Affiliates, that none of the Company determines that information supplied or to be supplied by it or its Affiliates, directors, officers, employees or agents for inclusion or incorporation by reference in the Definitive Proxy Statement will, at the date it is first mailed to stockholders of the Parent and at the time of the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to file any document other than be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Parent shall cause the Definitive Proxy Statement with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing to comply as to form in all material respects with the applicable requirements provisions of the Securities Act or the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafterAct, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed)as applicable, and the Company shall provide rules and regulations thereunder; provided, however, that no representation is made by the Parent and its counsel a reasonable opportunity with respect to review and comment thereon, and statements made therein based on information supplied by Newtek or the Company shall give good faith consideration to all reasonable additions, deletions specifically for inclusion or changes suggested incorporation by Parent or its counselreference therein. (c) If If, at any time prior to the Effective Time Parent Stockholders Meeting, any event, circumstance or information relating to Newtek, the Company or Parent Company, the Parent, or any of the Company’s or Parent’s Subsidiaries, or their respective Affiliates, officers or directors, should be discovered by any of Newtek or the Company Company, on the one hand, or Parent, respectivelyon the other hand, which, pursuant to the Exchange Act, that should be set forth in an amendment or a supplement to the Definitive Proxy Statement or Definitive Proxy Statement so that the Proxy Statement such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party Party that discovers such information shall promptly notify the other parties hereto and, subject to Section 6.04(b), Party and the Parent shall promptly prepare and file with the SEC an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to the Company Stockholders. Each party agrees to correct any information provided by it for use in the Proxy Statement which shall have become false or misleadinginformation.

Proxy Statement. (a) As promptly as reasonably practicable following the date of this Agreement (but in any event no earlier than thirty (30) days after the date of this Agreement), the Company shall prepare and file In connection with the SEC a proxy statement in preliminary form, as required by the Exchange Act, relating to the Company Stockholder Stockholders' Meeting (together with any amendments or supplements thereto, the “Proxy Statement”). Unless an Adverse Recommendation Change has been made in accordance with Section 6.02, the Company shall include the Special Committee Recommendation and the Company Board Recommendation in any iteration of the Proxy Statement filed in preliminary or definitive form. Parent shallcontemplated hereby, as promptly as practicable after Offeror first purchased Shares pursuant to the Offer and if required by applicable law, the Company will promptly prepare and file, and Parent will cooperate with the Company in the preparation and filing of, a preliminary Company Proxy Statement (the "Preliminary Proxy Statement") with the SEC and will use its commercially reasonable best efforts to respond to the comments of the SEC concerning the Preliminary Proxy Statement and to cause the Company Proxy Statement to be mailed to the Company's stockholders, in each case as soon as reasonably practicable, furnish to the Company all information concerning Parent and the Merger Subs required by the Exchange Act to be set forth in the Proxy Statement upon request by the Company, and will, upon request of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy Statement. The Company shall pay the filing fees for the Preliminary Proxy Statement. Each party to this Agreement will notify the other parties promptly notify Parent upon of the receipt of any the comments from the SEC (or the staff of the SEC) or , if any, and of any request from by the SEC (or the staff of the SEC) for amendments or supplements to the Preliminary Proxy Statement or the Company Proxy Statement or for additional information, and shall provide Parent will supply the other parties with copies of all correspondence between the Company and such party or its Representativesrepresentatives, on the one hand, and the SEC (or the staff members of the SEC)its staff, on the other hand. If the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments or any request from the SEC (or the staff of the SEC) with respect to the Preliminary Proxy Statement, (ii) each of the Company and Parent shall use its reasonable best efforts to have the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements and (iii) the Company shall file the Proxy Statement in definitive form with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreement, and in no event more than five (5) Business Days after the date on which the SEC confirms that it will not review, or that it has no further comments on the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement or any response to any comment from the SEC with respect thereto shall be made by the Company without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon. In accordance with the Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence of this Section 6.04(a) and the timing contemplated in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its reasonable best efforts to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing of the Proxy Statement to the Company Stockholders); provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder MeetingMerger. (b) If the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counsel. (c) If at any time prior to the Effective Time Stockholders' Meeting, any event, circumstance or information event should occur relating to the Company or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, should be discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, Subsidiaries which should be set forth in an amendment of, or a supplement to the Proxy Statement so that 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 were made, not misleadingto, the party that discovers such information shall promptly notify the other parties hereto andCompany Proxy Statement, subject to Section 6.04(b), an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to the Company Stockholders. Each party agrees to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading.will promptly inform

Proxy Statement. (a) As The Company shall, with the assistance of Parent, prepare and file with the SEC, promptly as reasonably practicable following after the date of this Agreement (but in any event and no earlier later than thirty (30) days after the date hereof), the Proxy Statement. Parent, Merger Sub and the Company will cooperate with each other in the preparation of the Proxy Statement. Unless the Company Board has made a Change of Recommendation in accordance with the provisions of this Agreement, the Recommendation shall be included in the Proxy Statement. (b) Subject to applicable Law, prior to the filing of the Proxy Statement (or any amendment or supplement thereto), or any dissemination thereof to the stockholders of the Company, or responding to any comments from the SEC with respect thereto, the Company shall prepare provide Parent and file its counsel with the SEC a proxy statement in preliminary form, as required by the Exchange Act, relating reasonable opportunity to review and to comment on such document or response (except to the Company Stockholder Meeting (together with extent of any amendments disclosures in such document or supplements theretoresponse relate to an Acquisition Proposal), the “Proxy Statement”). Unless an Adverse Recommendation Change has been made in accordance with Section 6.02which comments, if any, the Company shall include the Special Committee Recommendation consider in good faith. Each of Parent and the Company Board Recommendation in any iteration of the Proxy Statement filed in preliminary or definitive form. Parent shall, as promptly as reasonably practicable, Merger Sub will furnish to the Company all the information concerning Parent and the Merger Subs relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement upon request by the Company, and will, upon request of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy Statement. The Company shall promptly notify Parent and Merger Sub upon the receipt of any comments from the SEC (or the its staff of the SEC) or any request from the SEC (or the its staff of the SEC) for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between the Company it and its Representatives, on the one hand, and the SEC (or the staff of the SEC)and its staff, on the other hand. If the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments or any request from the SEC (or the staff of the SEC) with respect relating to the Proxy Statement, (ii) each of the . The Company and Parent shall use its reasonable best efforts to have respond to and resolve all SEC comments with respect to the SEC advise the Company Proxy Statement as promptly as practicable after receipt thereof. Within ten (10) calendar days after the date of this Agreement (and thereafter as reasonably practicable that determined by the SEC has no further comments on the Proxy Statements and (iii) Company in consultation with Parent), the Company shall file conduct a “broker search” in accordance with Rule 14a-13 of the Proxy Statement in definitive form with Exchange Act for a record date for the SEC and Stockholders Meeting that is twenty (20) Business Days after the date of such “broker search.” The Company shall cause the definitive Proxy Statement to be mailed to the Company Stockholders holders of Common Stock as of the record date for notice established for the Company Stockholder Stockholders Meeting as promptly as reasonably practicable after the date of this Agreement, and (but in any event no event more than five (5) Business Days Days) after the date on which the SEC confirms that it will not review, review the Proxy Statement or that it has no further comments on the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement or any response to any comment from the SEC with respect thereto shall be made by the Company without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon. In accordance with the Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence of this Section 6.04(a) and the timing contemplated in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its reasonable best efforts to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing of the Proxy Statement to the Company Stockholders); provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meeting. (b) If the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counsel. (c) If at any time prior to the Effective Time Stockholders Meeting any event, circumstance or information relating to the Company or Parent Parent, or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directorsAffiliates, should be discovered by the Company or Parenta Party, respectively, which, pursuant to the Exchange Act, which information should be set forth in an amendment or a supplement to the Proxy Statement so Statement, the Party that discovers such information shall promptly notify the other Party and the Company shall prepare (with the reasonable assistance and cooperation of Parent) and mail to its stockholders such an amendment or supplement, in each case, to the extent required by applicable Law. Each of the Company, Parent and Merger Sub agrees to promptly (i) correct any information provided by it for use in the Proxy Statement would not if and to the extent that such information shall have become false or misleading in any material respect and (ii) supplement the information provided by it specifically for use in the Proxy Statement to include any misstatement of a material fact or omit to state any material fact information that shall become necessary in order to make the statements thereinin the Proxy Statement, in light of the circumstances under which they were made, not misleading, . The Company further agrees to cause the party that discovers such information shall Proxy Statement as so corrected or supplemented promptly notify the other parties hereto and, subject to Section 6.04(b), an appropriate amendment or supplement describing such information shall be promptly filed with the SEC andand to be disseminated to its stockholders, in each case as and to the extent required by Applicable applicable Law. For the purposes of this Section 6.7, disseminated to any information concerning the Company Stockholders. Each party agrees or its Affiliates will be deemed to correct have been provided by the Company, and any information concerning Parent or its Affiliates will be deemed to have been provided by it for use in the Proxy Statement which shall have become false or misleadingParent and/or Merger Sub.