Common use of Proxy Statement Clause in Contracts

Proxy Statement. (i) As promptly as practicable after the execution of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror 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, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would 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 which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.

Proxy Statement. (i) As In the case of the Stockholders’ Meeting, promptly following the Call Closing, and (ii) in the case of the Initial Stockholders’ Meeting, as promptly as practicable after following the execution of this AgreementCommencement Date, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed Proxy Statement with the SEC under the Exchange Act, and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the such Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror CIG, the NBCU Entities and the Company agrees to furnish to shall cooperate with each other in the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding preparation of each such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, and the Company or shall notify CIG and the Company’s Subsidiaries NBCU Entities of the receipt of any comments of the SEC with respect to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the each such Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or and of any request requests by the SEC for the any amendment or supplement of the Proxy Statement thereto or for additional information. To information and shall promptly provide to CIG and the extent not prohibited by Law, NBCU Entities copies of all correspondence between the Company or any representative of the Company and the SEC with respect thereto. The Company shall give CIG, the NBCU Entities and their respective counsel shall be given a reasonable opportunity to review and comment on each Proxy Statement, including all amendments and supplements thereto, prior to such documents being filed with the SEC or disseminated to the holders of shares of Voting Stock, and shall give CIG, the NBCU Entities and their respective counsel a reasonable opportunity to review and comment on 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, CIG and the NBCU Entities agrees to use its reasonable best efforts, after consultation with each other, to respond promptly to all such comments of and requests by the SEC and to cause each Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of shares of Voting Stock at the earliest practicable time. The proxy statement to be sent to the stockholders of the Company in connection with the Initial Stockholders’ Meeting and, if necessary, the Stockholders’ Meeting, or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”), shall not, on the date the Proxy Statement and (or any Other Document each time before any such document amendment or supplement thereto) is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror 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, at the date it is first mailed to the stockholders of Acquiror and the Company, at the time of the Special Initial Stockholders’ Meeting and, if necessary, at the time of the Stockholders’ Meeting, and at the Effective Time, contain any untrue statement which, at the time and in light of a the circumstances under which it was made, is false or misleading with respect to any material fact fact, or omit which omits to state any material fact required to be stated therein or necessary in order to make the statements therein, therein not false or misleading or necessary to correct any statement in light of the circumstances under which they are made, not misleading. (iv) If at any time prior earlier communication with respect to the Closing solicitation of proxies for the Initial Stockholders’ Meeting or, if necessary, the Stockholders’ Meeting which shall have become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information relating to Acquirorsupplied by CIG, the Company, any of the Company’s Subsidiaries, NBCU Entities or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth representatives for inclusion in an amendment or supplement to the such Proxy Statement, so that such document would include any misstatement of a . Such Proxy Statement shall comply in all material fact or omit respects as to state any material fact necessary to make form with the statements therein, in light requirements of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of AcquirorExchange Act.

Proxy Statement. (i) As promptly as practicable after the execution of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror 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, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would 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 which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.

Proxy Statement. (ia) As promptly as practicable after the execution of this Agreement, (x) Acquiror ASC and the Company MeriStar shall jointly prepare and Acquiror shall file with the SEC, SEC a single document that will constitute (i) the proxy statement of MeriStar relating to the special meeting of MeriStar's stockholders (the "MeriStar Stockholders Meeting") to be filed held to consider approval and adoption of the MeriStar Proposals, (ii) the proxy statement of ASC relating to the special meeting of ASC's stockholders (the "ASC Stockholders Meeting") to be held to consider approval of the ASC Proposals and (iii) the registration statement on Form S-4 of ASC (together with all amendments thereto, the "Registration Statement"), in connection with the SEC and sent registration under the Securities Act of ASC Common Stock to be issued to the stockholders of Acquiror relating to MeriStar in connection with the Special Meeting Merger and the prospectus included in the Registration Statement (such proxy statementsingle document, together with any amendments thereof or supplements thereto, the “"Proxy Statement”"). Each Substantially contemporaneously with the filing of Acquiror the Proxy Statement with the SEC, copies of the Proxy Statement shall be provided to the NYSE. ASC and the Company MeriStar each shall use its reasonable best efforts to cause the Proxy Registration Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act become effective as promptly as practicable. Each of Acquiror and the Company agrees to furnish , and, prior to the other party effective date of the Registration Statement (the "Registration Statement Effective Date"), ASC shall take all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested any reasonable action required under any applicable Law in connection with the Proxy Statement, a Current Report on Form 8-K issuance of ASC Common Stock pursuant to the Exchange Act Merger. ASC or MeriStar, as the case may be, shall furnish all information concerning ASC or MeriStar as the other party may reasonably request in connection with such actions and the Transactionspreparation of the Proxy Statement. As promptly as practicable after the Registration Statement Effective Date, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to and all associated materials (collectively, the "Proxy Materials") will be mailed to the stockholders of Acquiror ASC and MeriStar. ASC and MeriStar shall cause the Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of (i) the Exchange Act, including Sections 14(a) and 14(d) thereof, (ii) the Securities Act, (iii) the rules and regulations of the NYSE and (iv) the DGCL. (1) The Proxy Statement shall include the unanimous and unconditional recommendation of the Board of Directors of MeriStar to the stockholders of MeriStar that they vote in favor of the adoption of this Agreement and the Merger; provided, however, that the Board of Directors of MeriStar may, at any time prior to the Effective Time, withdraw, modify or change any such recommendation if the Board of Directors of MeriStar determines in good faith that failure to so withdraw, modify or change its recommendation would cause the Board of Directors of MeriStar to breach its fiduciary duties to MeriStar's stockholders under applicable Laws after receipt of advice from its outside advisors (which may be MeriStar's regularly-engaged independent legal counsel). In addition, the Proxy Statement and the Proxy Materials will include a copy of the written opinion of the MeriStar Financial Advisor referred to in Section 3.20. (2) The Proxy Statement shall include the unanimous and unconditional recommendation of the Board of Directors of ASC to the stockholders of ASC that they vote in favor of the issuance of ASC Common Stock to be issued in the Merger; provided, however, that the Board of Directors of ASC may, at any time prior to the Effective Time, withdraw, modify or change any such recommendation if the Board of Directors of ASC determines in good faith that failure to so withdraw, modify or change its recommendation would cause the Board of Directors of ASC to breach its fiduciary duties to ASC's stockholders under applicable Laws after receipt of advice from its outside advisors (which may be ASC's independent legal counsel). In addition, the Proxy Statement and the Proxy Materials will include a copy of the written opinion of the ASC Financial Advisor referred to in Section 4.19. (c) No amendment or supplement to the Proxy Statement shall be made without the approval of each case of ASC and MeriStar, which approval shall not be unreasonably withheld or delayed. Each of ASC and MeriStar shall advise the other, promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Registration Statement has been cleared become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of ASC Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC or the NYSE for the amendment or supplement of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iiid) Each of Acquiror and the Company shall ensure that none of the The information supplied by or on its behalf MeriStar for inclusion or incorporation by reference in the Proxy Statement willshall not, at (i) the date it time the Registration Statement is declared effective, (ii) the time the Proxy Materials (or any amendment of or supplement to the Proxy Materials) is first mailed to the stockholders of Acquiror each of ASC and at MeriStar, (iii) the time of MeriStar Stockholders Meeting, and (iv) the Special time of ASC Stockholders Meeting, contain any untrue statement of a material fact or omit fail to state any material fact required to be stated therein in the Proxy Statement or necessary in order to make the statements therein, in light of the circumstances under which they are made, Proxy Statement not misleading. (iv) . If at any time prior to the Closing Effective Time any information event or circumstance relating to Acquiror, the Company, MeriStar or any of the Company’s SubsidiariesMeriStar Subsidiary, or their respective Affiliatesofficers or directors, directors or officers is should be discovered by the Company or Acquiror, which is required to MeriStar that should be set forth in an amendment or a supplement to the Proxy Statement, so MeriStar shall promptly inform ASC. All documents that such document would include MeriStar is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement shall comply as to form and substance in all material respects with the applicable requirements of the DGCL, the Securities Act and the Exchange Act. (e) The information supplied by ASC for inclusion in the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Materials (or any misstatement amendment of or supplement to the Proxy Materials) are first mailed to the stockholders of each of ASC and MeriStar, (iii) the time of the MeriStar Stockholders Meeting, and (iv) the time of the ASC Stockholders Meeting, contain any untrue statement of a material fact or omit fail to state any material fact required to be stated in the Proxy Statement or necessary in order to make the statements thereinin the Proxy Statement not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to ASC or any ASC Subsidiary, or their respective officers or directors, should be discovered by ASC that should be set forth in light an amendment or a supplement to the Proxy Statement, ASC shall promptly inform MeriStar. All documents that ASC is responsible for filing in connection with the transactions contemplated by this Agreement shall comply as to form and substance in all material aspects with the applicable requirements of the circumstances under which they were made, not misleadingDGCL, the party which discovers such information shall promptly notify Securities Act and the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of AcquirorExchange Act.

Proxy Statement. (i) 5.2.1 As promptly as practicable after the execution of this Agreementdate hereof, (x) Acquiror Seller Parties shall prepare, and Buyer Parties shall provide reasonable cooperation to Seller Parties in the Company shall jointly prepare and Acquiror shall file with the SECpreparation of, a proxy statement to be filed sent to Ameritrans’s stockholders in connection with the SEC and sent to the stockholders of Acquiror relating to the Special Ameritrans Stockholders Meeting (such proxy statement, together with any amendments amendment thereof or supplements theretothereof, the “Proxy Statement”). Each 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 request for inclusion in the Proxy Statement. Subject to the timely receipt of Acquiror and any information regarding Buyer Parties that is required to be included in the Company shall use its reasonable best efforts to Proxy Statement, Seller Parties shall: (a) cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its ; (b) provide Buyer Parties with a reasonable best efforts opportunity to have review and comment on drafts of the Proxy Statement; (c) promptly cause the Proxy Statement cleared by to be filed with the SEC; (d) promptly provide Buyer Parties with copies of all correspondence between Seller Parties, Ameritrans or any of their representatives, on the one hand, and the SEC, on the other hand; (e) promptly notify Buyer Parties upon the receipt of any comments or requests from the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees with respect to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries ; (f) promptly respond to any regulatory authority comments or requests of the SEC; and (including Nasdaqg) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to Ameritrans’ stockholders as promptly as practicable following the stockholders date hereof and clearance of Acquiror in each case promptly after it is cleared the Proxy Statement by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or 5.2.2 If any supplement or amendment has been filedevent relating to Seller Parties occurs, or if Seller Parties become aware of any request by the SEC for the information, that should be disclosed in an amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement Statement, then Seller Parties shall promptly inform Buyer Parties of such event or Other Documents promptly after receipt of those comments information and shall, in accordance with the procedures set forth in Section 5.2.1, (a) prepare and file with the SEC such amendment or other communications supplement as soon thereafter as is reasonably practicable, and (iib) a reasonable opportunity if appropriate, cause such amendment or supplement to participate 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 is required to be disclosed in an amendment or supplement to the response Proxy Statement, then Buyer Parties shall promptly inform Seller Parties of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECsuch information. (iii) Each of Acquiror and the Company 5.2.3 Seller Parties shall ensure that none of the information supplied by included or on its behalf for inclusion or incorporation incorporated by reference in the Proxy Statement (other than information provided by Buyer Parties and included in the Proxy Statement) will, at the date it time the Proxy Statement is first mailed to the stockholders of Acquiror and Ameritrans or at the time of the Special MeetingAmeritrans 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 stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. (iv) If 5.2.4 Buyer Parties shall ensure that none of the information provided by Buyer Parties and included in the Proxy Statement will, at any the time prior the Proxy Statement is mailed to the Closing any information relating to Acquiror, Ameritrans’ stockholders or at the Company, any time of the Company’s SubsidiariesAmeritrans Stockholders Meeting (or any adjournment or postponement thereof), or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include contain any misstatement 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 the statements therein, in light of the circumstances under which they were are made, not misleading, the party which discovers such information shall promptly notify the other parties and 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 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 acting through its board of directors, shall include in the Proxy Statement the recommendation of its board of directors that the Ameritrans stockholders vote in favor of Acquirorthe adoption of this Agreement and the approval of the Transaction.

Proxy Statement. (ia) As promptly as practicable Promptly after the execution of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company Parent shall use its reasonable best efforts to cause prepare and, as soon as is reasonably practicable, file with the SEC the Proxy Statement, together with appropriate forms of proxy, with respect to the Special Shareholders Meeting. The Buyer and its outside counsel shall be given the opportunity to review and comment on the Proxy Statement to comply before it is filed with the rules and regulations promulgated by the SEC. Acquiror The Parent shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itselfpracticable after filing and, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared so cleared, shall mail the Proxy Statement to the stockholders of the Parent as of the record date for the Special Shareholders Meeting. The Buyer and the Parent each agree to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading in any supplement or amendment has been filedmaterial respect and shall take all steps necessary to cause the Proxy Statement as so corrected to be filed with the SEC, or and to be disseminated to the stockholders of the Parent Common Stock to the extent required by applicable Law. (b) The Parent shall notify the Buyer promptly of the receipt by it of any comments of the SEC and of any request by the SEC for the amendment amendments or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity supplements to review and comment on the Proxy Statement and any Other Document each time before any such document is filed will supply the Buyer with copies of all correspondence between the SECParent and its representatives, on the one hand, and Acquiror the SEC or the members of its staff or any other Government official, on the other hand, with respect to the Proxy Statement. The Buyer and the Parent shall give use all reasonable and good faith consideration efforts to respond promptly to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff any other Government official with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECStatement. (iii) Each of Acquiror 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, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would 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 which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.

Proxy Statement. (ia) As promptly as practicable after the execution of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the The Company shall use its reasonable best efforts to cause the Proxy Statement to comply prepare and file with the rules SEC, as promptly as practicable after the date hereof but in no event later than twenty (20) Business Days after the Closing Date, preliminary proxy materials with respect to the meeting of the stockholders for the purpose of approving the Special Meeting Proposal. Thereafter, the Company shall as promptly as possible file with the SEC the definitive proxy statement and regulations promulgated by (i) call a Special Meeting to be held at the SECearliest practicable date but in no event later than forty (40) days after the earlier of (x) receiving notification that the SEC is not reviewing the preliminary proxy materials and (y) the conclusion of any SEC review of the preliminary proxy materials, for the sole purpose of voting upon the Special Meeting Proposal and (ii) include in the proxy statement the recommendation of its Board of Directors that holders of the Common Stock approve the Special Meeting Proposal; provided, however, that the Board of Directors may withdraw or adversely modify their recommendation of the Special Meeting Proposal if the Board of Directors determines in good faith (after consultation with its financial advisors and legal counsel) that from a financial point of view to the stockholders of the Company the Special Meeting Proposal is not in the best interests of the Company's stockholders. Acquiror Neither prior to nor at the Special Meeting shall the Company put forth any matter, other than the Special Meeting Proposal, to the holders of Common Stock for their approval without the prior written consent of the Purchasers. (b) The Company shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror prepare and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed file with the SEC, and Acquiror shall give reasonable and good faith consideration to as promptly as reasonably practicable taking into account any comments made by pending material issues or transactions affecting the Company and its counsel. To after the extent not prohibited by LawExchange Closing, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff preliminary proxy materials with respect to the Proxy Statement or Other Documents promptly after receipt meeting of those comments or other communications the stockholders for the purpose of approving (i) an increase in the authorized capital of the Company and (ii) a reasonable opportunity to participate in reverse stock split of the response of Acquiror to those comments and to provide comments on that response Common Stock (to which reasonable and good faith consideration shall be givencollectively, the "Charter Amendment Proposals"), including by participating in each case on terms to be determined after consultation with (x) its legal counsel and financial advisors and (y) the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror and Purchasers. Thereafter, the Company shall ensure that none as promptly as possible file with the SEC the definitive proxy statement and acting through its Board of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement willDirectors, at the date it is first mailed to (i) call a special meeting of the stockholders of Acquiror and the Company to be held at the time earliest practicable date after the earlier of (x) receiving notification that the SEC is not reviewing the preliminary proxy materials and (y) the conclusion of any SEC review of the Special Meetingpreliminary proxy materials, contain any untrue for the purpose of voting upon the Charter Amendment Proposals and (ii) include in the proxy statement the recommendation 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 its Board of Directors that holders of the circumstances under which they Common Stock approve the Charter Amendment Proposals; provided, however, that the Board of Directors may withdraw or adversely modify their recommendation of the Charter Amendment Proposals if the Board of Directors determines in good faith (after consultation with its financial advisors and legal counsel) that the Charter Amendment Proposals are made, not misleading. (iv) If at any time prior to in the Closing any information relating to Acquiror, the Company, any best interests of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would 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 which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.

Proxy Statement. (i) As promptly as reasonably practicable after the execution of this Agreement, (x) Acquiror Agreement and subject to receipt by Purchaser of the necessary and proper financial statements of the Company and its subsidiaries under SEC rules and regulations, the Purchaser Parties and with the assistance, cooperation and reasonable best efforts of the Company, shall jointly prepare prepare, and Acquiror shall file with the SEC, a proxy statement on Form 14A (as amended or supplemented from time to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, 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). Each , this Agreement, the Plan of Acquiror 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 of Name Proposal"), (C) the amendment and restatement of the memorandum and articles of association of the Purchaser in accordance with Section 2.5(b) (the "Organizational Documents Proposal"), (D) the appointment and removal of the 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 to be necessary or appropriate in connection with the transactions contemplated hereby, and (H) adjournment of the 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 (A) through (H), collectively, the “Transaction Proposals”). The Purchaser Parties, and with the assistance and cooperation of the Company, shall use its their commercially reasonable best efforts to (1) cause the Proxy Statement when filed with the SEC to comply in all material respects with the all Laws applicable thereto and rules and regulations promulgated by the SEC, (2) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement, (3) 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. Acquiror Prior to the effective date of the 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 effectiveness of the Proxy Statement, Purchaser shall use its reasonable best efforts to have within five Business Days thereof, mail the Proxy Statement cleared by to the SEC under the Exchange Act as promptly as practicable. Purchaser Shareholders. (ii) Each of Acquiror the Purchaser Parties and the Company agrees to shall furnish to the other party parties all information concerning itself, its Subsidiaries, officers, directors, managers, stockholdersshareholders, and other equityholders equity holders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquirorthe Purchaser Parties, the Company or the Company’s Subsidiaries their respective Affiliates to any regulatory authority Authority (including Nasdaq) in connection with the Transactions Transactions. None of the information provided by the Company Group to the Purchaser Parties for inclusion in the Proxy Statement, 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 “Other Documents”). Acquiror will cause 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 to will be mailed to the stockholders of Acquiror in each case promptly after it is cleared mutually agreed upon by the SEC. (ii) To Purchaser Parties and the extent not prohibited by Law, Acquiror Company. The Purchaser Parties will advise the Company, reasonably promptly after Acquiror receives receiving notice thereof, of the time when the Proxy Statement has been cleared become effective or any 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 the amendment or supplement of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. To the extent not prohibited by Lawinformation and responses thereto, and shall provide the Company and their counsel shall be given a reasonable opportunity to review provide comments and comment on the Proxy Statement and any Other Document each time before amendments to any such document is filed with the SEC, filing. The Purchaser Parties and Acquiror shall give reasonable and good faith consideration to any comments made by the Company shall cooperate and its counsel. To the extent mutually agree upon (such agreement not prohibited by Lawto be unreasonably withheld or delayed), Acquiror shall provide the Company and their counsel with (i) any response to comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from of the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity any amendment to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror 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, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary filed in order to make the statements therein, in light of the circumstances under which they are made, not misleadingresponse thereto. (iv) If If, at any time prior to the Closing Effective Time, any information information, event or circumstance relating to Acquiror, the Company, any of the Company’s Subsidiaries, Purchaser Party or their respective Affiliatesofficers or directors, directors or officers is should be discovered by the Company or Acquiror, a Purchaser Party which is required to should be set forth in an amendment or a supplement to the Proxy Statement, so that neither of such document documents would 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 which discovers such information Purchaser shall promptly notify inform the other parties Company. If, at any time prior to 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 Law, disseminated disseminate such amendment or supplement to the stockholders of AcquirorPurchaser Shareholders.

Proxy Statement. (i) As promptly Subject to the provisions of this Agreement and the Articles of Merger, FEC shall, as soon as reasonably practicable after following the execution date of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, SEC a proxy statement for the solicitation of proxies in favor of the transactions and agreements referred to be filed with in Section 4.3(c) (the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “"Proxy Statement”"). Each of Acquiror and the Company FEC shall use its all reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act for mailing in definitive form as promptly as practicablepracticable after such filing. Each FEC and St. Joe ▇▇▇ll cooperate with each other in the preparation of Acquiror the Proxy Statement and any amendment or supplement thereto. FEC shall notify St. Joe ▇▇ the Company agrees to furnish receipt of any comments of the SEC with respect to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholdersProxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and other equityholders shall provide to St. Joe ▇▇▇mptly copies of all correspondence between the SEC and information regarding such other matters as may be reasonably necessary FEC or advisable or as may be reasonably requested in connection any of its advisors with respect to the Proxy Statement. FEC shall give St. Joe ▇▇▇ its counsel reasonably appropriate advance opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC, a Current Report on Form 8-K pursuant and incorporate therein any reasonable comments St. Joe ▇▇▇ ▇▇▇ely deliver to FEC with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the Exchange Act in connection SEC. FEC agrees to use all reasonable efforts, after consultation with the TransactionsSt. Joe ▇▇▇ its advisors, or any other statementto respond promptly to all such comments of, filing, notice or application made by or on behalf of Acquirorand requests by, the Company or the Company’s Subsidiaries SEC and to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders holders of Acquiror in each case promptly after it FEC Common Stock entitled to vote at the Stockholders Meeting as soon as reasonably practicable following the execution hereof. St. Joe ▇▇▇ll provide FEC such information concerning the business and affairs of St. Joe ▇▇▇ Merger Sub as is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf required for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleadingStatement. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would 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 which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.

Proxy Statement. (ia) As Each of Company and Acquiror shall cooperate and as promptly as practicable after the execution of this Agreementprepare, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy registration statement to be filed with on Form S-4 (or other appropriate form) for the SEC and sent to purpose of registering under the stockholders Securities Act the issuance of Acquiror relating to Common Stock issuable in the Special Meeting Merger (such proxy statementForm S-4, together with and any amendments or supplements thereto, the “Form S-4”), which Form S-4 shall contain a prospectus relating to such issuance, which shall include the proxy statement prepared by Company pursuant to Regulation 14A under the Exchange Act with respect to the Stockholders’ Meeting (the “Proxy Statement/Prospectus”). Each of Company and Acquiror shall use their respective reasonable best efforts to have the Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger and any other transactions contemplated thereby (such period the “Effectiveness Period”). Company and Acquiror shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments, and advise the other party of any oral comments or communications regarding the Proxy Statement/Prospectus or Form S-4 received from the SEC. Company and Acquiror shall cooperate and provide the other with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement/Prospectus or the Form S-4 prior to filing the same with the SEC, and such parties will provide promptly each other with a copy of all such filings made with the SEC. (b) Company will use its reasonable best efforts to cause the Proxy Statement Statement/Prospectus to comply with be mailed to the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act Company Common Stockholders as promptly as practicablepracticable after the Form S-4 is declared effective under the Securities Act. Each of Acquiror and the Company agrees to shall furnish to the other party all information concerning itself, it and the holders of its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or capital stock as may be reasonably requested in connection with any such action. Each party will advise the Proxy Statementother party, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement Form S-4 has been cleared become effective, the issuance of any stop order, the suspension of the qualification of the Acquiror Common Stock issuable in connection with the Merger or saleable in any supplement public sale for offering or amendment has been filed, sale in any jurisdiction or of any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4. (c) Each of Company and Acquiror agrees that the information provided by it for inclusion in the Proxy Statement/Prospectus and the Form S-4 and each amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror 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 willthereto, at the date it is first mailed to the stockholders time of Acquiror mailing thereof and at the time of the Special Stockholders’ Meeting, contain any will not include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would 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. If at any time prior to the termination of the Effectiveness Period, there shall occur any event with respect to Company, Acquiror or any of their Subsidiaries, or with respect to any information provided by Company or Acquiror for inclusion in the party Proxy Statement/Prospectus or the Form S-4, which discovers event is required to be described in an amendment of or supplement to the Proxy Statement/Prospectus or the Form S-4, such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC andSEC, to the extent as required by Lawapplicable law, and disseminated to the stockholders of AcquirorCompany Common Stockholders.

Proxy Statement. (i) As promptly soon as reasonably practicable after following the execution date of this Agreement, the Company shall, with the assistance and approval (xnot to be unreasonably withheld or delayed) Acquiror of Parent, prepare and file with the SEC the Proxy Statement. Parent, Merger Sub and the Company shall jointly prepare will cooperate and Acquiror shall file consult with each other in the SECpreparation of the Proxy Statement. Without limiting the generality of the foregoing, a proxy statement each of Parent and Merger Sub will furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be filed with set forth in the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the The Company shall use its reasonable best efforts to cause resolve all SEC comments with respect to the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror practicable after receipt thereof and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly Company’s Stockholders as soon as practicable after it the Proxy Statement is cleared by the SEC. (ii) To , and the extent not prohibited by LawCompany will use its reasonable best efforts to cause such mailing to occur prior to August 14, Acquiror will advise the Company2008. However, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has shall not be mailed unless (x) the Additional Financing Commitment shall have been cleared obtained and accepted by Parent, a copy thereof shall have been provided to the Company and any fees owing to the applicable lender upon such acceptance shall have been paid by Parent or an affiliate thereof or (y) Parent and the Company shall each have waived the requirement in clause (x) above. Each of Parent, Merger Sub and the Company agrees to correct any supplement information provided by it for use in the Proxy Statement that shall have become false or amendment has been filed, or misleading. The Company shall as soon as reasonably practicable (i) notify Parent and Merger Sub of the receipt of any comments from the SEC with respect to the Proxy Statement and any request by the SEC for the any amendment or supplement of to the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company information and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed (ii) provide Parent with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by copies of all correspondence between the Company and its counsel. To Representatives, on the extent not prohibited by Lawone hand, Acquiror shall provide and the Company and their counsel with (i) any comments or SEC, on the other communicationshand, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECStatement. (iii) Each of Acquiror 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, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would 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 which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.

Proxy Statement. (i) As promptly as practicable and in no event later than fifteen (15) business days after the execution date of this Agreement, (x) Acquiror and the Company shall jointly (i) prepare and Acquiror shall file with the SEC, a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror in preliminary form relating to the Special Stockholders Meeting (such proxy statement, together with including any amendments amendment or supplements supplement thereto, the “Proxy Statement”). Each ) (ii) subject to Section 6.2, include in the Proxy Statement the Company Recommendation, (iii) furnish the information required to be provided to the holders of Acquiror Shares pursuant to Delaware Law, the Exchange Act and any other applicable Laws and (iv) unless a Change of Recommendation has been effected, 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 DGCL and any other applicable Law and the Charter and bylaws (if applicable) to effect the Merger; provided, unless a Change of Recommendation has been effected, that Parent, Merger Sub 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 use its give due consideration to all reasonable best efforts additions, deletions, or changes thereto suggested by Parent, Merger Sub and their counsel. The Company shall promptly notify Parent of the receipt of all comments of the SEC with respect to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the any amendment or supplement of the Proxy Statement thereto, or for additional information. To the extent not prohibited by Law, the Company and unless a Change of Recommendation has been effected, shall provide to Parent, after Parent, Merger Sub and their counsel shall be given 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/or any Other Document of its Representatives and the SEC. The Company and Parent shall each time before any such document is filed use reasonable best efforts to promptly provide satisfactory responses to the SEC with respect to all comments received on the Proxy Statement by the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To shall cause the extent not prohibited by Lawdefinitive Proxy Statement to be mailed as promptly as practicable after the date the SEC staff advises that it has no further comments thereon, Acquiror shall provide or that the Company may commence mailing the Proxy Statement. Notwithstanding anything to the contrary in this Section 6.3(b), and their counsel with (i) any comments subject to Section 6.2, the Company may amend or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to supplement the Proxy Statement or Other Documents promptly after receipt in connection with a Change of those comments or other communications and (ii) a reasonable opportunity to participate in Recommendation without the response prior consent of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECParent. (iii) Each of Acquiror 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, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would 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 which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.

Proxy Statement. (ia) As promptly as reasonably practicable after following the execution and delivery of this AgreementAgreement by all parties hereto, (x) Acquiror and the Company Citadel shall jointly prepare and Acquiror shall file with the SEC, SEC a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”) to be sent to Citadel’s stockholders soliciting their adoption and approval of (i) this Agreement and the transactions contemplated hereby, (ii) the Name Changes (as defined in Section 4.14), and (iii) the liquidation, dissolution and winding-down of Citadel’s business after the Closing in a manner providing for full payment to or adequate provision for all creditors of any Citadel Party and otherwise in accordance with all applicable terms of this Agreement and applicable Laws (the “Wind-Down,” and with the matters identified in Section 4.11(a)(i)-(iii), the “Stockholder Approval Matters”). Each The Proxy Statement shall describe Citadel’s intention to distribute the net proceeds of Acquiror the transactions contemplated herein to its stockholders within the time period specified therein and shall specify a range of the Company expected cash amount per share that each stockholder of Citadel is expected to receive upon such distribution based upon Citadel’s good faith estimation of the Remaining Proceeds (as defined in Section 4.13(b)) as set forth in Schedule 4.13(b). Citadel shall provide draft Proxy Statements to Parent and use commercially reasonable efforts to accept Parent’s comments related thereto. (b) Citadel shall use its commercially reasonable best efforts to cause the Proxy Statement respond to comply with the rules and regulations promulgated by any comments of the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to Citadel’s stockholders at the stockholders of Acquiror in each case earliest practicable time. Citadel will notify the Buyer promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when receipt of any comments from the Proxy Statement has been cleared SEC or any supplement or amendment has been filed, or its staff and of any request by the SEC or its staff for the amendment amendments or supplement of supplements to the Proxy Statement Statement, or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable will supply Buyer with copies of all correspondence between Citadel and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECStatement. (iiic) Each Citadel shall use its best efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 4.11 to comply in all material respects with all applicable requirements of Acquiror law and the Company shall ensure that none of the rules and regulations promulgated thereunder. The information supplied by or on its behalf for inclusion or incorporation by reference included in the Proxy Statement willStatement, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meetingmailing, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would 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 which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.

Proxy Statement. (ia) As promptly as practicable and in no event later than 30 days after the execution of this Agreementdate hereof, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file a preliminary proxy statement on Schedule 14A with the SEC (the “Preliminary Proxy Statement”) and, subsequent to receiving clearance from the SEC, a definitive proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting on Schedule 14A (such proxy statement, together with any amendments or supplements thereto, the “Definitive Proxy Statement”). Each Subject to Section 7.03, the Proxy Statement shall include the Company Board Recommendation in favor of Acquiror and each of the Company Stockholder Proposals. The Company shall use its reasonable best efforts to cause the Definitive Proxy Statement to comply be mailed to its stockholders as promptly as practicable after the SEC clears any and all outstanding comments to the Proxy Statement. The Company shall promptly provide copies, consult with Saratoga and prepare written responses with respect to any written comments received from the SEC with respect to the Proxy Statement and shall notify Investor of any oral comments received from the SEC. The Company shall use its reasonable best efforts to ensure that the Proxy Statement complies in all material respects with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have SEC under the 1934 Act (including Section 14 thereof), and the Proxy Statement cleared by will be complete in all material respects and will not contain (at the SEC under time such materials or information are distributed, filed or provided, as the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as case may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror 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, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meetingapplicable shareholder vote or action, contain including any supplement thereto) any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading or necessary to correct any statement or any earlier communication with respect to the solicitation of a proxy for the same meeting or subject matter which has become false or misleading. (ivb) If Saratoga (acting on behalf of, and with respect to, the Investors) shall use its reasonable best efforts to ensure that the information it supplies to the Company for inclusion in the Proxy Statement will be complete in all material respects and will not contain (at the time such materials or information are distributed, filed or provided, as the case may be and at the time of the applicable stockholder vote or action, including any supplement thereto) any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading or necessary to correct any statement or any earlier communication with respect to the solicitation of a proxy for the same meeting or subject matter which has become false or misleading. (c) The Company will advise Saratoga promptly after it receives notice thereof of the time when the Proxy Statement has been cleared by the SEC or 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. No amendment to the Proxy Statement shall be filed without the approval of Saratoga, which approval shall not be unreasonably withheld or delayed. If, at any time prior to the Closing Closing, any information relating to Acquiror, the Company, or any of the Company’s Subsidiaries, or their its respective Affiliates, officers or directors or officers is should be discovered by the Company or Acquiror, which is required to Saratoga that should be set forth in an amendment or supplement to the Proxy Statement, Statement so that such document documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which hereto that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Lawlaw, disseminated to the stockholders of Acquirorthe Company.

Proxy Statement. (ia) As promptly as reasonably practicable after the execution date hereof but in no event later than November 25, 2025 (unless any filing is delayed due to a temporary closure of this Agreementany Governmental Authority (including a government shutdown)), (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed with SEC the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “preliminary Proxy Statement”), which shall, subject to Section 6.3, include the Company Board Recommendation. Each of Acquiror and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicablereasonably practicable after the filing thereof. Each Subject to applicable Law, Company shall reasonably promptly notify Parent of Acquiror and the Company agrees receipt of all comments from the SEC with respect to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or and of any request by the SEC for the any amendment or supplement thereto or for additional information and shall reasonably promptly provide to Parent copies of all correspondence between Company or any of its Representatives and the SEC with respect to the Proxy Statement. Company and Parent shall each use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement and any amended or for additional informationsupplemental proxy materials from the SEC. To Parent shall provide to Company such information concerning itself and its Affiliates and the extent not prohibited Equity Investors as is customarily included in a proxy statement prepared in connection with a transaction of the type contemplated by this Agreement or as otherwise required by applicable Law, as requested by the SEC or as Company and their may reasonably request. Subject to applicable Law, Company shall provide legal counsel shall be given to Parent with a reasonable opportunity to review and comment on drafts of the Proxy Statement and any Other Document each time before any amended or supplemental proxy materials prior to filing such document is filed documents with the SEC, SEC and Acquiror mailing such documents to Company’s stockholders. Company shall give reasonable and consider in good faith consideration to any all comments made reasonably and promptly proposed by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror Parent or its legal counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement and any amended or Other Documents supplemental proxy materials. Company shall, reasonably promptly after receipt upon the earlier of those comments or other communications (A) receiving notification that the SEC is not reviewing the preliminary Proxy Statement and (B) the conclusion of any SEC review of the preliminary Proxy Statement, (i) in accordance with applicable Law and the Organizational Documents, establish a record date for, duly call and give notice of the Stockholders Meeting and (ii) a reasonable opportunity cause the definitive Proxy Statement to participate be mailed to Company’s stockholders and, if necessary, after the definitive Proxy Statement shall have been so mailed, reasonably promptly circulate amended or supplemental proxy materials and, if required in connection therewith, resolicit proxies. Notwithstanding anything to the response contrary in this Agreement, in no event shall the Proxy Statement be required to be filed in definitive form or mailed to the holders of Acquiror Company Common Stock prior to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECCut-Off Time. (iiib) Each of Acquiror If, at any time prior to the Company Stockholder Approval, any information relating to Company, Operating Partnership and the Company shall ensure Subsidiaries and Parent, Parent REIT Merger Sub, OP Merger Sub and the Parent Subsidiaries or any of their respective Affiliates, officers, directors, partners or managers, as applicable, is discovered by Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, shall not contain any an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so Party that such document would 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 which discovers such information shall promptly notify the other parties thereof, and an appropriate amendment or supplement describing containing such information shall be promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders holders of AcquirorCompany Common Stock. Each of Company, Operating Partnership and the Company Subsidiaries and Parent, REIT Merger Sub, OP Merger Sub and the Parent Subsidiaries agrees to promptly correct any information provided by it or its respective Representatives specifically for use in the Proxy Statement and any amended or supplemental proxy materials if and to the extent that such information shall have become false or misleading in any material respect. (c) The Proxy Statement will (with respect to Company, its officers and directors, Operating Partnership and the Company Subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

Proxy Statement. (i) As promptly as practicable after the execution of this Agreement, (x) Acquiror and the The Company shall jointly agrees to use its commercially reasonable efforts to prepare and Acquiror shall file with the SEC, SEC as soon as practicable a proxy statement to be filed with the SEC and sent to holders of the stockholders Common Stock in connection with a meeting of Acquiror relating holders of the Common Stock (including any adjournment or postponement thereof, the “Stockholders Meeting”) to consider the Special NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall use its reasonable best efforts to cause the The Proxy Statement shall comply as to comply form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated by the SECthereunder. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the The Company agrees to furnish will, (1) at least five (5) Business Days prior to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement initial anticipated filing of the Proxy Statement or for additional information. To any amendment or supplement thereto (or, in the extent not prohibited by Lawcase of an amendment, the Company and their counsel shall be given a reasonable opportunity to review and comment on supplement or definitive form of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and any Other Document (2) use its commercially reasonable efforts to address in each time before any such document is prior to being so filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any SEC such comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror as such Noteholder or its counsel may receive from time reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to time from (A) clear any comments provided by the SEC or its staff with respect to the Proxy Statement or Other Documents as promptly as reasonably practicable after receipt of those comments or other communications thereof, and (iiB) a reasonable opportunity mail or otherwise deliver (or cause to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company mailed or its counsel in any discussions or meetings with the SEC. (iiiotherwise delivered) Each of Acquiror 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, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any holders of the Company’s SubsidiariesCommon Stock promptly after, or their respective Affiliatesand hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, directors or officers is discovered by (x) the Company or Acquiror, which is required to be set forth in an amendment or supplement to first Business Day following the 10th calendar day after the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, Statement in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly preliminary form has been filed with the SEC andif the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the extent required by LawNoteholders, disseminated or publicly propose to withdraw, qualify or modify in a manner adverse to the stockholders Noteholders, its recommendation of Acquirorthe Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholders.

Proxy Statement. (i) As promptly as practicable after the execution of this Agreement, (x) Acquiror and the Company shall jointly shall, with the assistance of Parent, prepare and Acquiror shall file with the SEC, a proxy statement SEC the Proxy Statement to be filed with the SEC and sent to the stockholders of Acquiror the Company relating to the Special Stockholders Meeting (to be held to consider adoption of this Agreement. Parent, Merger Sub and the Company will cooperate and consult with each other in the preparation of the Proxy Statement and Parent and its counsel shall be given the reasonable opportunity to review and comment on such proxy statementProxy Statement and any related materials, together with including any amendments or supplements theretoletters prepared in response to any SEC comments, which comments shall be given reasonable consideration by the “Company. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement”). Each of Acquiror and the The Company shall use its reasonable best efforts to cause resolve all SEC comments with respect to the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror reasonably practicable after receipt thereof and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the Company’s stockholders of Acquiror in each case promptly as soon as reasonably practicable after it the Proxy Statement is cleared by the SEC. (ii) To . Each of Parent, Merger Sub and the extent not prohibited Company agree to correct any information provided by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when it for use in the Proxy Statement has been cleared which shall have become false or misleading. The Company shall as soon as reasonably practicable (i) notify Parent of the receipt of any supplement or amendment has been filed, or of comments from the SEC with respect to the Proxy Statement and any request by the SEC for the any amendment or supplement of to the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company information and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed (ii) provide Parent with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by copies of all correspondence between the Company and its counsel. To Representatives, on the extent not prohibited by Lawone hand, Acquiror shall provide and the Company and their counsel with (i) any comments or SEC, on the other communicationshand, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECStatement. (iii) Each of Acquiror 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, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would 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 which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.

Proxy Statement. (i) As promptly soon as practicable after the execution earlier of (i) the Acceptance Date, unless the Merger is consummated in accordance with Section 253 of the DGCL, and (ii) a termination or expiration of the Offer that does not result in the termination of this Agreement, (x) Acquiror and if required under applicable Law, the Company shall jointly prepare and Acquiror shall the Proxy Statement, file with the SEC, a proxy statement to be filed it with the SEC under the Exchange Act, and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its all reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as SEC. Parent and Merger Subsidiary shall promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party Company all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, Parent and other equityholders and information regarding such other matters as Merger Subsidiary that may be reasonably necessary required or advisable or as may be reasonably requested in connection with any action contemplated by this Section 6.9. Parent, Merger Subsidiary and the Company shall cooperate with each other in the preparation of the Proxy Statement, a Current Report on Form 8-K pursuant and the Company shall notify Parent of the receipt of any comments of the SEC with respect to the Exchange Act in connection with Proxy Statement and of any requests by the Transactions, SEC for any amendment or any other statement, filing, notice supplement thereto or application made by or on behalf for additional information and shall provide to Parent promptly copies of Acquiror, all correspondence between the Company or any Representative of the Company’s Subsidiaries Company and the SEC. The Company shall give Parent and its counsel a reasonable opportunity to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause review the Proxy Statement prior to be mailed its being filed with the SEC and shall give Parent and its counsel a reasonable opportunity to review all amendments and supplements to the stockholders 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 Acquiror in each case the Company, Parent and Merger Subsidiary agrees to use its reasonable best efforts, after consultation with the other parties hereto to respond promptly after it is cleared to all such comments of and requests by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably . As promptly as practicable after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for SEC, the amendment or supplement of Company shall mail the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror 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, at the date it is first mailed to the stockholders of Acquiror and at the time Company. The Proxy Statement shall include the recommendation by the Board of Directors of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of Company that the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by stockholders vote to approve the Merger and this Agreement unless the Board of Directors of the Company has withdrawn or Acquiror, which is required to be set forth modified its recommendation in an amendment or supplement to the Proxy Statement, so that such document would 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 which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed accordance with the SEC and, to the extent required by Law, disseminated to the stockholders of AcquirorSection 6.3.

Proxy Statement. (ia) As promptly soon as reasonably practicable after following the execution date of this Agreement, Buyer shall prepare (xwith Sellers’ reasonable cooperation) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed with the SEC and sent made available to the stockholders of Acquiror Buyer relating to the Special Buyer Stockholder Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each ) and cause it to be furnished to the SEC and to be sent or otherwise made available to the stockholders of Acquiror Buyer relating to the Buyer Stockholder Meeting in compliance with applicable Law, including the Exchange Act and the Company Securities Act, it being understood that Buyer shall use its reasonable best efforts to cause file the Proxy Statement to comply within forty-five (45) days after the date hereof and in any event shall file the Proxy Statement with the rules SEC no later than sixty (60) days after the date hereof. Buyer shall promptly notify Sellers upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement and regulations promulgated by shall provide Sellers with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement. Acquiror Buyer shall use its commercially reasonable best efforts to have respond as soon as reasonably practicable to any comments from the SEC with respect to the Proxy Statement. Notwithstanding the foregoing, prior to the furnishing of the Proxy Statement cleared by (or any amendment or supplement thereto) to the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed making it available to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, Buyer or responding to any comments of the time when the Proxy Statement has been cleared or any supplement or amendment has been filedSEC with respect thereto, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel Buyer shall be given (A) provide Sellers with a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed or response (including the proposed final version of such document or response) and (B) consider in good faith all comments reasonably proposed by Sellers. Buyer shall also take any other action required to be taken under the Securities Act, the Exchange Act, the Nasdaq or any other applicable Law in connection with the SEC, transactions contemplated by this Agreement and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To issuance of the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECIssued Shares. (iiib) Each of Acquiror Buyer, on the one hand, and Sellers, on the Company shall ensure other hand, each covenant that none of the information supplied or to be supplied by Buyer or on its behalf Sellers, as applicable, for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first filed with the SEC or mailed or otherwise made available to the stockholders of Acquiror and Buyer or at the time of the Special Buyer Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with applicable Law, including the requirements of the Exchange Act and the rules and regulations thereunder. (ivc) If If, at any time prior to the Closing receipt of the Requisite Buyer Stockholder Approval, any information relating to Acquiror, the Company, Buyer or any of the Company’s Subsidiaries, or their respective its Affiliates, directors or officers is should be discovered by Buyer which, in the Company or Acquirorreasonable judgment of Buyer, which is required to should be set forth in an amendment of, or a supplement to to, the Proxy Statement, so that any of such document documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information Buyer shall promptly notify Sellers, and Buyer and Sellers shall cooperate in the other parties and an appropriate amendment or supplement describing such information shall be promptly filed prompt filing with the SEC of any necessary amendment of, or supplement to, the Proxy Statement and, to the extent required by applicable Law, disseminated in disseminating the information contained in such amendment or supplement to the stockholders of AcquirorBuyer.

Proxy Statement. (i) As The Company shall prepare and file the Proxy Statement in preliminary form with the SEC as promptly as reasonably practicable after the execution date of this Agreement, (x) Acquiror and the . The Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement will provide to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given Parent a reasonable opportunity to review and comment on upon the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC. The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement and any Other Document each time before any such document is filed will comply in all material respects with the SEC, applicable provisions of the Exchange Act and Acquiror shall give reasonable the rules and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications regulations thereunder and (iib) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror and the Company shall ensure that none of the information supplied by it or on any of its behalf Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, will 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. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would 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 Company shall as soon as reasonably practicable notify Parent of the party which discovers such information shall promptly notify receipt of all comments of the other parties SEC with respect to the Proxy Statement and an appropriate of any request by the SEC for any amendment or supplement describing thereto or for additional information and shall as soon as reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement. The Company and Parent shall each use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement by the SEC and the Company shall cause the definitive Proxy Statement to be mailed promptly after the date the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such information shall other matters as may be promptly filed reasonably necessary or advisable in connection with the SEC andProxy 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 third party and/or any Governmental Entity in connection with the extent required Merger and the transactions contemplated by Law, disseminated to the stockholders of Acquirorthis Agreement.

Proxy Statement. (a) Subject to Section 5.2(b) hereof, Seller, acting through its Board of Directors, shall: (i) As promptly duly call, give notice of, convene and hold a special meeting of its shareholders (the "Special Meeting") as soon as practicable after following the execution date hereof for the purpose of considering and taking action upon this Agreement, ; (xii) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SECSEC a preliminary proxy relating to this Agreement no later than August 20, a proxy statement 1999 and obtain and furnish the information required to be filed with included by the SEC and sent in the Proxy Statement and, after consultation with Purchaser, use its best efforts to respond promptly to any comments made by the SEC with respect to the stockholders of Acquiror relating to the Special Meeting preliminary proxy and cause a definitive proxy (such proxy statement, together with any amendments as amended or supplements theretosupplemented, the “"Proxy Statement”). Each ") to be mailed to its shareholders; (iii) include in the Proxy Statement the written opinion of Acquiror and Seller's financial advisor that the Company shall consideration to be received by Seller hereby is fair from a financial point of view; and (iv) use its reasonable best efforts to obtain the approval of this Agreement and the transactions contemplated hereby by (A) the holders of the requisite number of issued and outstanding shares of capital stock of Seller, and (B) the holders (the "Senior Note Holders") of a majority of the issued and outstanding 7 1/2% Senior Convertible Notes of Seller due April 14, 2004 (the "Senior Notes"). (b) The Board of Directors of Seller shall recommend approval and adoption of this Agreement and the transactions contemplated hereby by Seller's shareholders and the Senior Note Holders. The Board of Directors of Seller shall not be permitted to withdraw, amend or modify in a manner adverse to Purchaser such recommendation (or announce publicly its intention to do so), except that prior to the Special Meeting, the Board of Directors of Seller 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 Seller shall have determined in its good faith judgment, based upon the advice of outside counsel, that it is obligated by its fiduciary obligations under applicable law to withdraw, amend or modify such recommendation. If the Special Meeting is being held, the recommendation of the Board of Directors of Seller shall be included in the Proxy Statement. Nothing contained in this Section 5.2(b) shall prohibit Seller from making any disclosure to Seller's shareholders or the Senior Note Holders if, in the good faith judgment of the Board of Directors of Seller, upon the advice of counsel, failure to make such disclosure would be inconsistent with applicable laws. (c) Each of Parent and Purchaser agrees that it will provide Seller with the information concerning it required to be included in the Proxy Statement and will vote, or cause to be voted, all of the shares of Seller 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. Parent and Purchaser 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. (d) Each of Parent, Purchaser and Seller agrees promptly to correct any information provided by it for use in the Proxy Statement 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 comply with the rules and regulations promulgated by the SEC. Acquiror include any information that shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itselfbecome necessary, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror 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, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they are made, not misleading. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would 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, and Seller further agrees to take all steps necessary to cause the party which discovers such information shall promptly notify the other parties and an appropriate amendment Proxy Statement, as so corrected or supplement describing such information shall supplemented, to be promptly filed with the SEC andand to be disseminated to its shareholders and the Senior Note Holders, in each case as and to the extent required by Law, disseminated to the stockholders of Acquirorapplicable federal securities laws.

Proxy Statement. (i) As promptly as practicable after the execution of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the The Company shall use its reasonable best efforts to cause the Proxy Statement to comply prepare and file with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act , as promptly as practicable. Each practicable after the date hereof but in no event later than 30 days after the Initial Closing, preliminary proxy materials with respect to a meeting of Acquiror the stockholders for the purpose of approving the issuance of shares of Preferred Stock upon conversion of the Notes in accordance with the terms of the Notes and the Company agrees issuance of the Warrants to furnish to be issued at the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters Second Closing as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made contemplated by or on behalf of Acquirorthis Agreement. Thereafter, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection shall as promptly as possible file with the Transactions SEC the definitive proxy statement and acting through its Board of Directors, (the “Other Documents”). Acquiror will cause the Proxy Statement i) call a Special Meeting to be mailed held at the earliest practicable date but in no event later than 45 days after the earlier of (x) receiving notification that the SEC is not reviewing the preliminary proxy materials and (y) the conclusion of any SEC review of the preliminary proxy materials, for the sole purpose of voting upon the approval of the issuance of shares of Preferred Stock upon conversion of the Notes in accordance with the terms of the Notes and the issuance of the Warrants to be issued at the Second Closing as contemplated by this Agreement and (ii) include in the proxy statement the recommendation of its Board of Directors that holders of the Common Stock approve such issuances referred to in clause (i) above; provided, however, that the Board of Directors may withdraw or adversely modify their recommendation of the issuances referred to in clause (i) above if the Board of Directors determines in good faith (after consultation with its financial advisors and legal counsel) that from a financial point of view to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly based solely on facts or conditions arising after Acquiror receives notice thereofthe date hereof, that the issuances referred to in clause (i) above are not in the best interests of the time when Company's stockholders. In the Proxy Statement has been cleared event that the Board of Directors withdraws or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement adversely modifies its recommendation of the Proxy Statement or for additional information. To the extent not prohibited by Lawissuances referred to in clause (i) above, the Company and will pay to the Purchasers (based on their counsel pro rata percentage of the aggregate Purchase Price) in immediately available funds an amount in cash as liquidated damages equal to five percent (5%) of the aggregate principal amount of the Notes issued hereunder, payable within two (2) business days of such withdrawal or modification. Neither prior to nor at the Special Meeting shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Lawput forth any matter, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of than those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror 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, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (iv) If at any time prior to the Closing any information matters relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered transactions expressly contemplated by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would 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 which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC andthis Agreement, to the extent required by Law, disseminated to holders of Common Stock for their approval without the stockholders prior written consent of AcquirorWarburg.

Proxy Statement. (ia) As If required by applicable law in connection with the Merger, as promptly as practicable after consummation of the execution of this AgreementOffer, (x) Acquiror and the Company DOCP shall jointly prepare and Acquiror shall file with the SEC, SEC a proxy or information statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Merger Meeting (such proxy statement, together with any supplements or amendments or supplements thereto, the “"Proxy Statement”"). Each of Acquiror , and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement such filing cleared by the SEC under the Exchange Act as promptly as practicableSEC. Each of Acquiror CSX, NSC, Buyer and the Company agrees to Management Investor shall furnish to the other party DOCP all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters party as DOCP may be reasonably necessary or advisable or as may be reasonably requested request in connection with the preparation of the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case As promptly as practicable after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared by the SEC, DOCP shall mail the Proxy Statement to the holders of DOCP Shares. The Proxy Statement shall include the recommendation of the DOCP Board in favor of the Merger as described in Section 1.4. (b) The information supplied by each of CSX, NSC, LLC, Buyer and the Management Investor for inclusion in the Proxy Statement shall not, at the time the Proxy Statement (or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (ithereto) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror 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, at the date it is first mailed to the stockholders holders of Acquiror and at DOCP Shares or, unless promptly corrected, during the time pendency of the Special Merger Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading. (iv) . If at any time prior to the Closing Effective Time any information event or circumstance relating to Acquiror, the Company, any of the Company’s Subsidiariesparty hereto, or their respective Affiliatesofficers or directors, directors or officers is should be discovered by the Company or Acquiror, such party which is required to should be set forth in a supplement or an amendment or supplement to the Proxy Statement, so that such document would 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 which discovers such information shall promptly notify inform the other parties hereto thereof and an shall take appropriate amendment or supplement describing such information shall be promptly filed with action in respect thereof. (c) Notwithstanding anything in the SEC and, foregoing to the extent required by Lawcontrary, disseminated in the event that at any time Buyer and/or any other direct or indirect subsidiary of Buyer shall acquire at least 90% of the outstanding DOCP Shares, Buyer and DOCP shall take all necessary and appropriate action to cause the stockholders of Acquiror.Merger to become effective as promptly as practicable after the expiration of

Proxy Statement. (a) AHL shall (i) As as promptly as practicable after the execution date of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, SEC a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments thereof or supplements theretothereto and any other required proxy materials, the “Proxy Statement”) relating to a meeting of the shareholders of AHL for the purpose of seeking the Required Vote (the “AHL Shareholders Meeting”). Each , (ii) respond as promptly as reasonably practicable to any comments received from the staff of Acquiror the SEC with respect to such filings, (iii) as promptly as reasonably practicable, prepare and the Company shall file any amendments or supplements necessary to be filed in response to any such comments, (iv) use its commercially reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the staff of the SEC under the Exchange Act and thereafter mail to its stockholders such Proxy Statement in final form as promptly as practicable, and (v) to the extent required by applicable Law, promptly file and mail to the AHL shareholders any supplement or amendment to such Proxy Statement. Each AHL shall promptly notify AGM upon the receipt of Acquiror any comments (written or oral) from the SEC or its staff or any requests from the SEC or its staff for amendments or supplements to the Proxy Statement, shall consult with AGM and provide AGM with the opportunity to review and comment upon any response to such comments or requests prior to responding to any such comments or requests and shall reasonably consider AGM’s comments in good faith, and shall provide AGM promptly with copies of all correspondence between AHL and its representatives, on the one hand, and the Company agrees to furnish to SEC and its staff, on the other party hand. AGM shall cooperate with AHL in connection with the preparation and filing of the Proxy Statement, including promptly furnishing AHL, upon request, with any and all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may required to be reasonably requested set forth in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to under the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror Exchange Act. AHL will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given provide AGM a reasonable opportunity to review and comment on upon the Proxy Statement and Statement, or any Other Document each time before any such document is filed amendments or supplements thereto, prior to filing the same with the SEC, and Acquiror shall give reasonable and reasonably consider AGM’s comments in good faith consideration faith. (b) If, at any time prior to AHL Shareholders Meeting any comments made information relating to AHL or AGM or any of their respective Affiliates should be discovered by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments AHL or other communications, whether written AGM which should be set forth in an amendment or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect supplement to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on Statement, so that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror 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, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, 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. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would 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 which that discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC party, and, to the extent required by applicable Law, disseminated AHL shall disseminate an appropriate amendment thereof or supplement thereto describing such information to AHL’s shareholders. (c) Subject to Section 5.4, the stockholders of AcquirorAHL Recommendation shall be included in the Proxy Statement.

Proxy Statement. (ia) As If required by applicable law in connection with the Merger, as promptly as practicable after consummation of the execution of this AgreementOffer, (x) Acquiror and the Company DOCP shall jointly prepare and Acquiror shall file with the SEC, SEC a proxy or information statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Merger Meeting (such proxy statement, together with any supplements or amendments or supplements thereto, the “"Proxy Statement”"). Each of Acquiror , and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement such filing cleared by the SEC under the Exchange Act as promptly as practicableSEC. Each of Acquiror CSX, NSC, Buyer and the Company agrees to Management Investor shall furnish to the other party DOCP all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters party as DOCP may be reasonably necessary or advisable or as may be reasonably requested request in connection with the preparation of the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case As promptly as practicable after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared by the SEC, DOCP shall mail the Proxy Statement to the holders of DOCP Shares. The Proxy Statement shall include the recommendation of the DOCP Board in favor of the Merger as described in Section 1.4. (b) The information supplied by each of CSX, NSC, LLC, Buyer and the Management Investor for inclusion in the Proxy Statement shall not, at the time the Proxy Statement (or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (ithereto) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror 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, at the date it is first mailed to the stockholders holders of Acquiror and at DOCP Shares or, unless promptly corrected, during the time pendency of the Special Merger Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading. (iv) . If at any time prior to the Closing Effective Time any information event or circumstance relating to Acquiror, the Company, any of the Company’s Subsidiariesparty hereto, or their respective Affiliatesofficers or directors, directors or officers is should be discovered by the Company or Acquiror, such party which is required to should be set forth in a supplement or an amendment or supplement to the Proxy Statement, so that such document would 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 which discovers such information shall promptly notify inform the other parties hereto thereof and an shall take appropriate amendment or supplement describing such information shall be promptly filed with action in respect thereof. (c) Notwithstanding anything in the SEC and, foregoing to the extent required by contrary, in the event that at any time Buyer and/or any other direct or indirect subsidiary of Buyer shall acquire at least 90% of the outstanding DOCP Shares, Buyer and DOCP shall take all necessary and appropriate action to cause the Merger to become effective as promptly as practicable after the expiration of the Offer and the satisfaction or waiver of the conditions set forth in Article VII without the Merger Meeting in accordance with Section 905 of the New York Law, disseminated to the stockholders of Acquiror.

Proxy Statement. (ia) As promptly as practicable after the execution date hereof, MICT shall prepare with the reasonable assistance of this AgreementIntermediate, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, SEC a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting MICT (such proxy statement, together with any amendments or supplements theretoas amended, the “Proxy Statement”). Each ) for the purpose of Acquiror soliciting proxies from MICT stockholders for the matters to be acted upon at a special meeting of MICT stockholders ( the “Special Meeting”) to be called and held for the purpose of soliciting proxies from MICT stockholders to vote, in favor of resolutions approving (i) the issuance of shares of MICT Common Stock (or securities convertible or exercisable for MICT Common Stock) representing greater than twenty percent (20%) of MICT’s Common Stock or voting power, at a price less than the greater of book or market value, as required by Nasdaq’s rules and regulations, (ii) the amendment of the MICT Charter to (A) increase the authorized shares of MICT in an amount sufficient to provide for the full conversion of the Conversion Shares underlying the Consideration Note and the Company shares of MICT Common Stock underlying the MICT Series A Preferred Stock, MICT Series B Preferred Stock and any other convertible MICT Securities and (B) if necessary, to effect a reverse stock split of the MICT Common Stock, solely in order to comply with Nasdaq continued listing requirements, (iii) such other matters as Intermediate and MICT shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (i)-(iii), collectively, the “MICT Stockholder Approval Matters”), and (iv) the adjournment of the Special Meeting, if necessary or desirable in the reasonable determination of MICT. MICT agrees to use its commercially reasonable best efforts to cause include the following items in the Proxy Statement to comply with be filed promptly after the rules execution of this Agreement: the adoption and regulations promulgated approval of a new Equity Incentive Plan for MICT, in the form to be mutually agreed by the SECParties (collectively, the “MICT Equity Plan”), which plan will provide that the aggregate awards under such plan shall be for a number of shares of MICT Common Stock equal to ten percent (10%) of the aggregate number of shares of MICT Common Stock issued and outstanding immediately after the Closing. Acquiror For the avoidance of doubt, the proposal set forth in the preceding sentence shall use its reasonable best efforts not be deemed to have be a MICT Stockholder Approval Matter. If as of the Proxy Statement cleared by close of business on the SEC under date for which the Exchange Act as promptly as practicableSpecial Meeting is scheduled, MICT has not received proxies representing a sufficient number of shares to approve the MICT Stockholder Approval Matters, whether or not a quorum is present, MICT may make one or more successive postponements or adjournments of the Special Meeting. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in In connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection MICT will file with the Transactions, or any SEC all financial and other statement, filing, notice or application made information about the transactions contemplated by or on behalf of Acquirorthis Agreement in accordance with applicable Law and applicable proxy solicitation rules set forth in MICT’s Organizational Documents, the Company or Delaware Act and the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, rules and regulations of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional informationand Nasdaq. To the extent not prohibited by Law, the Company MICT shall cooperate and their counsel shall be given provide Intermediate (and its respective counsel) with a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed amendment or supplement thereto prior to filing the same with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror Intermediate shall provide the Company MICT with such information concerning Intermediate and their counsel with Intermediate’s shareholders, officers, directors, employees, assets, Liabilities, condition (i) any comments financial or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be givenotherwise), including by participating with the Company business and operations that may be required or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf appropriate for inclusion or incorporation by reference in the Proxy Statement willStatement, at the date it is first mailed to the stockholders of Acquiror or in any amendments or supplements thereto, which information provided by Intermediate, as applicable, shall be true and at the time of the Special Meeting, correct and not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would 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 materially misleading. Notwithstanding the foregoing, MICT makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting included therewith), if any, based on information provided by Intermediate or any of its Representatives for inclusion therein. (b) MICT, with the assistance of Intermediate as described in Section 5.11(a), shall use commercially reasonable efforts to satisfy the requirements of the Securities Act, the party which discovers Exchange Act and other applicable Laws in connection with the Proxy Statement and the Special Meeting. Intermediate shall use commercially reasonable efforts to make its directors, officers and employees, upon reasonable advance notice, available to MICT and its Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Proxy Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Proxy Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. MICT shall promptly notify the other parties and an appropriate amendment amend or supplement describing such information shall the Proxy Statement and cause the Proxy Statement, as so amended or supplemented, to be promptly filed with the SEC andand to be disseminated to MICT’s stockholders, in each case as and to the extent required by Lawapplicable Laws and subject to the terms and conditions of this Agreement and MICT’s Organizational Documents. (c) MICT, disseminated with the assistance of the other Parties, shall promptly respond to any SEC comments on the Proxy Statement and shall otherwise use its commercially reasonable efforts to cause the Proxy Statement to “clear” comments from the SEC and thereafter file the definitive Proxy Statement. MICT shall provide Intermediate with copies of any written comments, and shall inform Intermediate of any material oral comments, that MICT, or its respective Representatives receive from the SEC or its staff with respect to the Proxy Statement and the Special Meeting promptly after the receipt of such comments and shall give Intermediate a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. (d) As soon as practicable following the Proxy Statement “clearing” comments from the SEC, MICT shall distribute the Proxy Statement to MICT’s stockholders and, pursuant thereto, shall call the Special Meeting in accordance with the Delaware Act for a date no later than sixty (60) days following the filing of the definitive Proxy Statement. (e) MICT shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, MICT’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Proxy Statement, any solicitation of proxies thereunder and the calling and holding of the Special Meeting. (f) In the event the Stockholder Approval Matters are not approved by the stockholders of AcquirorMICT, the Parties shall use their best efforts to promptly return the Intermediate Shareholder Transferred Assets to Intermediate Shareholder pursuant to the terms of the Consideration Note. Upon the return of the Intermediate Shareholder Transferred Assets to Intermediate Shareholder, the Consideration Note shall be cancelled. For the avoidance of doubt, no cash payment shall be required in the event of any repayment of the Consideration Note.

Proxy Statement. (ia) As promptly as practicable after the execution of this AgreementAgreement and in any event not more than thirty (30) days after the Execution Date, (x) Acquiror EXCO shall, in consultation with ESAS, prepare, and the Company shall jointly prepare and Acquiror EXCO shall file with the SEC, a preliminary proxy statement to be filed materials in compliance with Section 14 of the SEC and sent to the stockholders of Acquiror relating to the Special Meeting Exchange Act (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each As promptly as practicable after comments, if any, are received from the SEC thereon and after the furnishing by EXCO and ESAS of Acquiror all information required to be contained therein, EXCO shall, in consultation with ESAS, prepare and EXCO shall file any required amendments, if any, with the SEC. EXCO shall notify ESAS promptly 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 the Proxy Statement or for additional information and shall consult with ESAS regarding, and supply ESAS with copies of, all correspondence between EXCO or any of its Representatives, on the one hand, and the Company SEC or its staff, on the other hand, with respect to the Proxy Statement. Prior to filing or mailing any proposed amendment of or supplement to the Proxy Statement, EXCO shall provide ESAS a reasonable opportunity to review and comment on such document. EXCO shall use its commercially reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under and shall thereafter mail to the Exchange Act shareholders of Common Stock as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on possible the Proxy Statement and all other proxy materials for the Shareholder Meeting. (b) ESAS shall use its commercially reasonable efforts to furnish EXCO any Other Document each time before any information required to be included in the Proxy Statement and reasonably requested from ESAS by EXCO; provided that no information that ESAS or its Affiliates has furnished, or will furnish, to EXCO shall be included in the Proxy Statement unless ESAS shall have expressly consented in writing to such document is filed with information being included in the SECProxy Statement. Any information relating to ESAS furnished to EXCO in writing by ESAS expressly for use in the Proxy Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (c) EXCO hereby covenants and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with agrees that (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt will, when filed, comply as to form in all material respects with the applicable requirements of those comments or other communications the Exchange Act and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror and the Company shall ensure that none of the information supplied by included or on its behalf for inclusion or incorporation incorporated by reference in the Proxy Statement will, at the date it is first mailed to the stockholders shareholders of Acquiror and Common Stock or at the time of the Special MeetingShareholder Meeting or at the time of any amendment or supplement thereof, 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. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would 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 which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.

Proxy Statement. (ia) As promptly soon as reasonably practicable after following the execution of this AgreementClosing, Buyer shall prepare (xwith Sellers’ reasonable cooperation) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed with the SEC and sent made available to the stockholders of Acquiror Buyer relating to the Special Buyer Stockholder Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each ) and cause it to be furnished to the SEC and to be sent or otherwise made available to the stockholders of Acquiror Buyer relating to the Buyer Stockholder Meeting in compliance with applicable Law, including the Exchange Act and the Company Securities Act, it being understood that Buyer shall use its reasonable best efforts to cause file the Proxy Statement to comply within thirty (30) days after the Closing and in any event shall file the Proxy Statement with the rules SEC no later than forty-five (45) days after the Closing. Buyer shall promptly notify Sellers upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement and regulations promulgated by shall provide Sellers with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement. Acquiror Buyer shall use its commercially reasonable best efforts to have respond as soon as reasonably practicable to any comments from the SEC with respect to the Proxy Statement. Notwithstanding the foregoing, prior to the furnishing of the Proxy Statement cleared by (or any amendment or supplement thereto) to the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed making it available to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, Buyer or responding to any comments of the time when the Proxy Statement has been cleared or any supplement or amendment has been filedSEC with respect thereto, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel Buyer shall be given (A) provide Sellers with a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed or response (including the proposed final version of such document or response) and (B) consider in good faith all comments reasonably proposed by Sellers. Buyer shall also take any other action required to be taken under the Securities Act, the Exchange Act, the Nasdaq or any other applicable Law in connection with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made transactions contemplated by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECthis Agreement. (iiib) Each of Acquiror Buyer, on the one hand, and Sellers, on the Company shall ensure other hand, each covenant that none of the information supplied or to be supplied by Buyer or on its behalf Sellers, as applicable, for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first filed with the SEC or mailed or otherwise made available to the stockholders of Acquiror and Buyer or at the time of the Special Buyer Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with applicable Law, including the requirements of the Exchange Act and the rules and regulations thereunder. (ivc) If If, at any time prior to the Closing receipt of the Requisite Buyer Stockholder Approval, any information relating to Acquiror, the Company, Buyer or any of the Company’s Subsidiaries, or their respective its Affiliates, directors or officers is should be discovered by Buyer which, in the Company or Acquirorreasonable judgment of Buyer, which is required to should be set forth in an amendment of, or a supplement to to, the Proxy Statement, so that any of such document documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information Buyer shall promptly notify Sellers, and Buyer and Sellers shall cooperate in the other parties and an appropriate amendment or supplement describing such information shall be promptly filed prompt filing with the SEC of any necessary amendment of, or supplement to, the Proxy Statement and, to the extent required by applicable Law, disseminated in disseminating the information contained in such amendment or supplement to the stockholders of AcquirorBuyer.

Proxy Statement. (ia) As promptly as practicable after the execution of this Agreement, (x) Acquiror and the Company FLCI shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed with SEC the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”), which shall be in form and substance satisfactory to USOL. Each of Acquiror and the Company FLCI shall use its reasonable best efforts to cause the Proxy Statement to comply in all material respects with the Securities Act, the Exchange Act and the regulations thereunder. FLCI shall use reasonable efforts to have or cause the Proxy Statement to be cleared as promptly as practicable, and shall take all actions required under any applicable federal or state securities laws or the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested Nasdaq in connection with the issuance of shares of FLCI Stock pursuant to the Merger. Without limiting the generality of the foregoing, FLCI agrees to use all reasonable efforts, after consulting with USOL, to respond promptly to any comments made by the SEC with respect to the Proxy Statement (including each preliminary version thereof). (b) Each of USOL and FLCI shall, and shall cause its respective representatives to, fully cooperate with the other party and its respective representatives in the preparation of the Proxy Statement, a Current Report on Form 8-K pursuant to and shall, upon request, furnish the Exchange Act other party with all information concerning it and its Affiliates, directors, officers and stockholders as the other may reasonably request in connection with the Transactionspreparation of the Proxy Statement. (c) As promptly as practicable after the Proxy Statement has been cleared by the SEC, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will FLCI shall cause the Proxy Statement to be mailed to its stockholders. Thereafter, USOL and FLCI shall each notify the stockholders other as promptly as practicable upon becoming aware of Acquiror any event or circumstance which should be described in each case an amendment of, or a supplement to, the Proxy Statement. FLCI shall notify USOL as promptly as practicable after the receipt by it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of any written or oral comments of the time when the Proxy Statement has been cleared or any supplement or amendment has been filedSEC on, or of any written or oral request by the SEC for the amendment amendments or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Lawsupplements to, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror 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, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include and FLCI shall promptly supply USOL with copies of all correspondence between it or any misstatement of a material fact or omit its representatives and the SEC with respect 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 which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquirorforegoing filings.

Proxy Statement. (ia) As promptly as practicable after the execution of this Agreement, subject to the terms of this Section 7.01, Adara (x) Acquiror with the assistance and cooperation of the Company shall jointly as reasonably requested by Ada▇▇) ▇hall prepare and Acquiror shall file with the SEC, SEC a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments as amended or supplements theretosupplemented, the “Proxy Statement”) to be sent to the stockholders of Adara relating to the meeting of Adara’s stockholders (including any adjournment or postponement thereof, the “Adara Stockholders’ Meeting”) to be held to consider (i) approval and adoption of this Agreement and the Transactions, including the Merger, (ii) approval of the issuance of Adara Class A and Class E Common Stock as contemplated by this Agreement, (iii) approval of the 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”). Each 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 Acquiror the shares of Adara Class A Common Stock (A) to be issued to the stockholders of the Company pursuant 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 (i) cause the Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (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 (iv) to keep the Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby. Prior to the effective date of 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 comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts stockholders. (b) No filing of, or amendment or supplement to have the Proxy Statement cleared or the Registration Statement will be made by Adara or the SEC under Company without the Exchange Act as promptly as practicableapproval of the other party (such approval not to be unreasonably withheld, conditioned or delayed). Each of Acquiror Adara and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Companyother, reasonably promptly after Acquiror receives they receive notice thereof, of the time when the Proxy Registration Statement has been cleared 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 in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for the amendment or supplement of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. To the extent not prohibited by Law, Each of Adara and the Company shall cooperate and their counsel shall mutually agree upon (such agreement not to be given a reasonable opportunity unreasonably withheld or delayed), any response to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from of the SEC or its staff with respect to the Proxy Registration Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity any amendment to participate the Registration Statement filed in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECthereto. (iiic) Each of Acquiror and the Company shall ensure Adara represents that none of the information supplied by or on its behalf Adara for inclusion or incorporation by reference in the Registration Statement and the Proxy Statement willshall not, at (i) the date it 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 stockholders of Acquiror and at Adara, (iii) the time of the Special 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 are were made, not misleading. (iv) If . If, at any time prior to the Closing Effective Time, any information event or circumstance relating to Acquiror, the Company, any of the Company’s SubsidiariesAdara or Merger Sub, or their respective Affiliatesofficers or directors, directors or officers is should be discovered by the Company or Acquiror, Adara which is required to should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, so Adara shall promptly inform the Company. All documents that such document would include Ada▇▇ ▇▇ 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. (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 misstatement amendment thereof or supplement thereto) is first mailed to the stockholders of Adara, (iii) the time of 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 Effective Time, any event or circumstance relating to the Company 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 the Registration Statement or the Proxy Statement, the party which discovers such information Company shall promptly notify inform Ada▇▇. ▇ll documents that the other parties and an appropriate amendment or supplement describing such information shall be promptly filed Company is responsible for filing with the SEC and, 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 extent required by Law, disseminated to applicable requirements of the stockholders of AcquirorSecurities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Proxy Statement. (i) As promptly as practicable after and in any event no later than the execution later to occur of this Agreementthe 15th Business Day or the filing of the Registration Statements following the date hereof, (x) Acquiror and the Company shall jointly (i) prepare and Acquiror shall file with the SEC, a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror in preliminary form relating to the Special Stockholders Meeting (such proxy statement, together with including any amendments amendment or supplements supplement thereto, the “Proxy Statement”). Each ) (ii) subject to Section 7.2, include in the Proxy Statement the Company Recommendation, (iii) furnish the information required to be provided to the holders of Acquiror 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 DGCL and any other applicable Law and the Charter and By-Laws (if applicable) to effect the Merger; provided, that Parent, Merger Sub 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 use its give due consideration to all reasonable best efforts additions, deletions, or changes thereto suggested by Parent, Merger Sub and their counsel. The Company shall promptly notify Parent of the receipt of all comments of the SEC with respect to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the any amendment or supplement of the Proxy Statement thereto, or for additional information. To the extent not prohibited by Law, the Company and shall provide to Parent, after Parent, Merger Sub and their counsel shall be given 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/or any Other Document of its Representatives and the SEC. The Company and Parent shall each time before any such document is filed use reasonable best efforts to promptly provide satisfactory responses to the SEC with respect to all comments received on the Proxy Statement by the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror and the Company shall ensure that none of cause the information supplied by or on its behalf for inclusion or incorporation by reference in the definitive Proxy Statement will, at to be mailed as promptly as practicable after the date the SEC staff advises that it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiarieshas no further comments thereon, or their respective Affiliates, directors or officers is discovered by that the Company or Acquiror, which is required to be set forth in an amendment or supplement to may commence mailing the Proxy Statement, so that such document would 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 which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.

Proxy Statement. (i) As promptly as practicable after the execution of this Agreement, (x) Acquiror and the Company ▇▇▇▇▇▇▇ shall jointly prepare and Acquiror shall file with the SECSEC (with --------------- appropriate requests for confidential treatment, unless the parties hereto otherwise agree) under the Exchange Act, a proxy statement and form of proxies (such proxy statement and form of proxy, together with any amendments to supplements thereto, the "Proxy Statement") relating to the stockholder meeting of ▇▇▇▇▇▇▇ and the vote of the stockholders of ▇▇▇▇▇▇▇ with respect to this Agreement (the "▇▇▇▇▇▇▇ Stockholders Meeting"). ▇▇▇▇▇▇▇ and RMSI will cause the Proxy Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. Each of ▇▇▇▇▇▇▇, on the one hand, and RMSI, on the other hand, shall furnish all information about itself and its business and operations and all necessary financial information to the other as the other may reasonably request in connection with the preparation of the Proxy Statement. ▇▇▇▇▇▇▇ shall use its reasonable best efforts, and RMSI will cooperate with them, to have the Proxy Statement cleared with the SEC as promptly as practicable. Each of ▇▇▇▇▇▇▇ and RMSI, agrees promptly to 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 each of the parties hereto further agrees to take all steps necessary to amend or supplement the Proxy Statement and to cause the Proxy Statement as so amended or supplemented to be filed with the SEC and sent to be disseminated to ▇▇▇▇▇▇▇'▇ stockholders, in each case as and to the stockholders of Acquiror relating to extent required by applicable federal and state securities laws and the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”)DGCL. Each of Acquiror ▇▇▇▇▇▇▇ and RMSI agrees that the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated information provided by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested it for inclusion in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SECamendment or supplement thereto, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror 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, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meetingmailing thereof, contain will not include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would 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. Each of ▇▇▇▇▇▇▇ and RMSI will advise the other parties, and deliver copies (if any) to them, promptly after receipt thereof, of (i) any request by or correspondence or communication from the SEC with respect to the Proxy Statement (ii) any responses thereto and (iii) notice of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders issuance of Acquirorany stop order.

Proxy Statement. (a) In connection with the Company Shareholders’ Meeting, the Company will, (i) As as promptly as reasonably practicable after the execution date of this AgreementAgreement (but in any event within fifteen Business Days thereafter), (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or and supplements thereto, the “Proxy Statement”). Each ) with the SEC; provided, that Parent be given a reasonable amount of Acquiror time to review and the Company shall use its reasonable best efforts to cause comment upon the Proxy Statement (but in any event not less than three Business Days) prior to comply any filing with the rules SEC, (ii) respond, as promptly as reasonably practicable, to any comments received from the SEC with respect to such filing and regulations promulgated will provide copies of such comments to Parent promptly upon receipt and provide copies of proposed responses to Parent, giving Parent a reasonable amount of time to review and comment upon such responses (but in any event not less than two Business Days) prior to filing such responses, (iii) as promptly as reasonably practicable, prepare and file any amendments or supplements necessary to be filed in response to any SEC comments or as required by the SEC. Acquiror shall Law, giving Parent a reasonable amount of time to review and comment upon such amendments or supplements (but in any event not less than two Business Days) prior to filing, (iv) use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after confirm that it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment no further comments on the Proxy Statement and any Other Document each time before any such document is filed with thereafter mail to its shareholders, as promptly as reasonably practicable, the SECProxy Statement, (v) to the extent required by applicable Law, as promptly as reasonably practicable, prepare, file and Acquiror shall give reasonable and good faith consideration distribute to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) shareholders any comments supplement or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect amendment to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications if any event shall occur which requires such action at any time prior to the Company Shareholders’ Meeting, and (iivi) a otherwise use commercially reasonable opportunity efforts to participate in comply with all requirements of Law applicable to the response of Acquiror to those comments Proxy Statement, the Company Shareholders’ Meeting and to provide comments on that response (to which reasonable the Merger. Parent and good faith consideration Merger Sub shall be given), including by participating cooperate with the Company or its counsel in any discussions or meetings connection with the SECpreparation of the 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 applicable Law. If at any time prior to the Effective Time any information relating to the Company, any of its Subsidiaries, Parent or Merger Sub, or any of their respective affiliates, should be 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 would not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, as applicable, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall, to the extent required by Law, be promptly disseminated to the Company’s shareholders. (iiib) Each of Acquiror and the Company shall ensure that none None of the information to be supplied by Merger Sub or on its behalf Parent specifically for inclusion or incorporation by reference in the Proxy Statement will, at on the date such document is filed and on the date it is first mailed published, sent or given to the stockholders holders of Acquiror Company Common Stock, and at the time of the Special Company Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (iv) If . If, at any time prior to the Closing any information relating to Acquiror, the CompanyCompany Shareholders’ Meeting, any of the Company’s Subsidiariesevent with respect to either Merger Sub or Parent, or their respective Affiliates, directors with respect to information supplied by either Merger Sub or officers is discovered Parent specifically for inclusion or incorporation by reference in the Company or Acquiror, Proxy Statement shall occur which is required to be set forth described in an amendment of, or supplement to, such Proxy Statement such event shall be so described by either Merger Sub or Parent, as applicable, and promptly provided to the Company. All documents that Merger Sub or Parent is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form, in all material respects, with the provisions of the Exchange Act and the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity will comply in all material respects with the provisions of applicable Law as to the information required to be contained therein. Notwithstanding the foregoing, neither Merger Sub nor Parent makes any representation or warranty with respect to the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the Proxy Statement. (c) None of the information to be supplied by the Company specifically for inclusion or incorporation by reference in the Proxy Statement will, so that on the date on which each such document would include is first filed with the SEC and on the date it is first mailed to the holders of the Company Common Stock, and on the date of the Company Shareholders’ Meeting, 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 date of the Company Shareholders’ Meeting, any event with respect to the Company or any of its Subsidiaries, or with respect to information supplied by or on behalf of the Company specifically for inclusion in the Proxy Statement shall occur which is required to be described in an amendment of, or supplement to, the party which discovers Proxy Statement, such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information event shall be promptly filed so described by the Company, and provided in writing to Parent and Merger Sub. All documents that the Company is responsible for filing with the SEC andin connection with the transactions contemplated herein, to the extent required by Law, disseminated relating to the stockholders Company or its Subsidiaries or other information supplied by the Company for inclusion therein, will comply as to form, in all material respects, with the provisions of Acquirorthe Exchange Act and the respective rules and regulations thereunder, and each such document required to be filed with any Governmental Entity will comply in all material respects with the provisions of applicable Law as to the information required to be contained therein. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the information supplied or to be supplied by either Merger Sub or Parent for inclusion in the Proxy Statement.

Proxy Statement. (ia) As promptly as reasonably practicable after the execution of this Agreement, (x) Acquiror and the Company A▇▇▇▇▇, in cooperation with DMK, shall jointly prepare and Acquiror shall file with the SECSEC the Proxy Statement. The Proxy Statement shall, a proxy statement among other things, include the Adamis Board Recommendation and (i) solicit the approval of and include the recommendation of the Adamis Board to Adamis’ stockholders that they vote in favor of the Adamis Proposals and the Other Adamis Proposals. DMK shall deliver to A▇▇▇▇▇ audited financial statements as of and for the years ended December 31, 2020 and 2021 (and, if determined to be filed required in Adamis’ reports and filings with the SEC under applicable securities laws and sent to SEC rules and regulations, 2022), with a report thereon from DMK’s independent accounting firm (the stockholders of Acquiror relating to the Special Meeting (such proxy statement“DMK Audited Financial Statements”), together with any amendments or supplements theretoupdated and reviewed DMK Interim Financial Statements. DMK shall promptly furnish to Adamis all other information concerning DMK, the “Proxy Statement”). Each of Acquiror and the Company shall use its commercially reasonable best efforts to cause to be finished all information with respect to its stockholders, that is required to be disclosed in the Proxy Statement, or in subsequent filings that A▇▇▇▇▇ may make with the SEC. (b) A▇▇▇▇▇ shall use all reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC, and shall respond promptly to any comments of the SEC or its staff and shall use all reasonable efforts to resolve any comments of SEC on the Proxy Statement as promptly as reasonably practicable. Acquiror Adamis shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the definitive Proxy Statement to be mailed to the Adamis’ stockholders of Acquiror in each case promptly after it is cleared review by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement SEC has been cleared completed. Adamis shall notify DMK promptly upon the receipt of any comments from the SEC or its staff or any supplement or amendment has been filed, or other government officials and of any request by the SEC or its staff or any other government officials for the amendment amendments or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity supplements to review and comment on the Proxy Statement and shall supply DMK with copies of all substantive correspondence between A▇▇▇▇▇ or any Other Document each time before any such document is filed with of its Representatives, on the one hand, and the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in Statement. Whenever any discussions or meetings with the SEC. (iii) Each of Acquiror 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, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact DMK or omit Adamis, as the case may be, shall use commercially reasonable efforts 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 which discovers such information shall promptly notify inform the other parties of such occurrence and an appropriate amendment or supplement describing such information shall be promptly filed cooperate in filing with the SEC andor its staff or any other government officials, and/or mailing to stockholders of Adamis or DMK, such amendment or supplement. If A▇▇▇▇▇ becomes aware that any information in the extent Proxy Statement is or has become false or misleading in any material respect, Adamis shall take all reasonable steps to make such corrections as are required by Law, disseminated to the stockholders of Acquirorapplicable law or otherwise deemed appropriate by A▇▇▇▇▇.

Proxy Statement. (ia) As promptly as practicable after the execution date of this Agreement, (x) Acquiror and the Company shall jointly prepare the Proxy Statement which shall be in form and Acquiror shall file with the SEC, a proxy statement substance reasonably satisfactory to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting Parent. The Company shall: (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall use its reasonable best efforts to i) cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. applicable Legal Requirements; (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given provide Parent with a reasonable opportunity to review and comment on drafts of the Proxy Statement, and include in the Proxy Statement and any Other Document each time before any such document is all changes reasonably proposed by Parent; (iii) promptly cause the Proxy Statement to be filed with the SEC; (iv) promptly provide Parent with copies of all correspondence between the Company or any of its Representatives, on the one hand, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and SEC or its counsel. To staff, on the extent not prohibited by Law, Acquiror shall provide other hand; (v) promptly notify Parent upon the Company and their counsel with (i) receipt of any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time requests from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and Statement; (iivi) provide Parent with a reasonable opportunity to participate in the response of Acquiror to those comments review and to provide comments comment on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror and the Company shall ensure that none subsequent drafts of the information supplied by or on its behalf for inclusion or incorporation by reference Proxy Statement and any related correspondence and filings, and include in the Proxy Statement will, at and in any such correspondence and filings all changes reasonably proposed by Parent; (vii) promptly respond to any comments or requests of the date it is first SEC or its staff; and (viii) cause the Proxy Statement to be mailed to the stockholders Company’s shareholders as promptly as practicable following the date of Acquiror this Agreement. To the extent practicable, the Company and at its outside counsel shall permit Parent and its outside counsel to participate in all communications with the time SEC and its staff (including all meetings and telephone conferences) relating to the Proxy Statement, this Agreement or any of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleadingContemplated Transactions. (ivb) If at any time prior to the Closing any information event relating to Acquiror, the Company, any of the Company’s SubsidiariesAcquired Corporations occurs, or their respective Affiliates, directors or officers is discovered by if the Company or Acquirorbecomes aware of any information, which is required to that should be set forth disclosed in an amendment or supplement to the Proxy Statement, so that then the Company shall promptly inform Parent of such document would include any misstatement of a material fact event or omit to state any material fact necessary to make the statements thereininformation and shall, in light of accordance with the circumstances under which they were madeprocedures set forth in Section 5.1(a), not misleading, (i) prepare and file with the party which discovers SEC such information shall promptly notify the other parties and an appropriate amendment or supplement describing as soon thereafter as is reasonably practicable, and (ii) if appropriate, cause such information shall amendment or supplement to be promptly filed with the SEC and, mailed to the extent required by Law, disseminated to shareholders of the stockholders of AcquirorCompany.

Proxy Statement. (i) As The Company shall prepare and file with the SEC as promptly as reasonably practicable after the execution of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SECdate hereof, a proxy statement to be filed with preliminary Proxy Statement (the SEC and sent to the stockholders of Acquiror “Preliminary Proxy Statement”) relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, Merger as required by the “Proxy Statement”). Each of Acquiror Exchange Act and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated thereunder. Each of Parent and Merger Sub shall furnish to the Company the information relating to it required by the SECExchange Act and the rules and regulations thereunder to be included in the Preliminary Proxy Statement. Acquiror The Company shall use obtain and furnish the information required to be included in the Preliminary Proxy Statement, shall provide Parent with, and consult with Parent regarding, any comments that may be received from the SEC or its reasonable best efforts staff with respect thereto, shall respond promptly to have the Proxy Statement cleared any such comments made by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish or its staff with respect to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Preliminary Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will shall cause the Proxy Statement to be mailed to the Company’s stockholders of Acquiror in each case promptly after it is cleared by at the SEC. earliest reasonably practicable date and shall use its reasonable best efforts (iisubject to Section 5.02) To to obtain the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, necessary approval of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request Merger by the SEC for the amendment or supplement of the Proxy Statement or for additional informationits stockholders. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror 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 willIf, at the date it is first mailed any time prior to the stockholders of Acquiror and at the time of the Special Meeting, any information relating to the Company, Parent, Merger Sub, any of their respective Affiliates, this Agreement or the transactions contemplated hereby (including the Merger), should be 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 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. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would 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 which that discovers such information shall promptly notify the other parties party, and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, and to the extent required by applicable Law, disseminated to the stockholders of Acquirorthe Company. Except as Section 5.02 expressly permits, the Proxy Statement shall include the recommendation of the Board of Directors of the Company that the stockholders adopt the agreement of merger set forth in this Agreement. The Company shall give Parent reasonable opportunity to review and comment upon the Preliminary Proxy Statement, the Proxy Statement and any amendment or supplement thereon and the Company shall give due consideration to any of Parent’s comments thereto.

Proxy Statement. (ia) As promptly as reasonably practicable after the execution date of this Agreement, (x) Acquiror and the Company shall jointly Purchaser will prepare and Acquiror shall file with the SEC, SEC a proxy statement to be filed containing the information specified in Schedule 14A of the Exchange Act with the SEC and sent respect to the stockholders of Acquiror relating to the Special Meeting Transactions (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”)) in preliminary form. Each Purchaser shall as promptly as reasonably practicable notify the Seller Representative of Acquiror and the Company shall use its reasonable best efforts receipt of any oral or written comments from the SEC relating to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the any amendment or supplement of to the Proxy Statement or for additional information. To Purchaser shall use commercially reasonable efforts to cooperate and provide the extent not prohibited by Law, the Company and their counsel shall be given Seller Representative with a reasonable opportunity to promptly review and comment on the Proxy Statement (including each amendment or supplement thereto) and any Other Document each time before any all responses to requests for additional information by and replies to comments of the SEC and give due consideration to all comments reasonably and promptly proposed by the Seller Representative in respect of such document is filed documents and responses prior to filing such with or sending such to the SEC, and Acquiror the Parties will provide each other with copies of all such filings made and correspondence with the SEC. The Seller Representative acknowledges that time is of the essence for all communications with the SEC and that it will respond to any comments within ten (10) Business Days after receipt of such comments. Except in the case of a Change in Recommendation pursuant to Section 6.07(d), the Purchaser Board Recommendation shall give be included in the Proxy Statement. Purchaser will use its commercially reasonable and good faith consideration efforts to respond promptly to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement. Purchaser will cause the Proxy Statement to be transmitted to the Purchaser Shareholders as promptly as reasonably practicable. (b) The Sellers acknowledge that a substantial portion of the Proxy Statement shall include disclosure regarding the Company Entities. Accordingly, the Sellers will, as promptly as reasonably practicable after the date of this Agreement, use its commercially reasonable efforts to provide Purchaser with all information concerning the operations and business of the Company Entities and their respective management and operations and financial condition, in each case, required, or Other Documents reasonably requested by Purchaser, to be included in the Proxy Statement, including (i) the required financial statements of the Company Entities prepared in accordance with SEC Guidance, including the requirements of Regulation S-X and a related consent from the Company’s independent public accountants, (ii) required selected financial data of the Company Entities required by Item 301 of Regulation S-K, and (iii) required management’s discussion and analysis for the periods required under applicable SEC Guidance. Without limiting the generality of the foregoing, the Sellers shall use its commercially reasonable efforts to cooperate with Purchaser in connection with the preparation for inclusion in the Proxy Statement of pro forma financial statements that comply with SEC Guidance, including the requirements of Regulation S-X. The Sellers shall use commercially reasonable efforts to make the managers, directors, officers and employees of the Company Entities available to Purchaser and its counsel (and other Representatives engaged in connection with the preparation of the Proxy Statement) in connection with the drafting of the Proxy Statement, as reasonably requested by P▇▇▇▇▇▇▇▇, and responding promptly to comments on the Proxy Statement and such other filings from the SEC, but not later than five (5) Business Days after receipt of those comments such comments. (c) Purchaser will take, in accordance with applicable Law, NASDAQ rules and the Organizational Documents of Purchaser, all action necessary to call, hold and convene a meeting of the holders of Purchaser Common Stock (including any permitted adjournment) (the “Purchaser Special Meeting”) to consider and vote upon the Purchaser Shareholder Proposals as promptly as practicable after the filing of the Proxy Statement in definitive form with the SEC. Once the Purchaser Special Meeting to consider and vote upon the Purchaser Shareholder Proposals has been called and noticed, except as required by Law, Purchaser will not postpone or adjourn the Purchaser Special Meeting without the consent of the Seller Representative (which consent will not be unreasonably withheld, conditioned or delayed) other communications than (i) for the absence of a quorum, (ii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure that Purchaser has determined in good faith, after consultation with its outside legal advisors, is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated to and reviewed by the Purchaser Shareholders prior to the Purchaser Special Meeting, or (iii) an adjournment or postponement to solicit additional proxies from the Purchaser Shareholders to the extent Purchaser has determined in good faith that such adjournment or postponement is reasonably necessary to obtain the approval of the Purchaser Shareholder Proposals, provided that, in the case of an postponement or adjournment in accordance with clause (i), (ii) or (iii), above, such postponement or adjournment may be no more than the earlier of (i) fifteen (15) Business Days from the original date of the Purchaser Special Meeting and (ii) a reasonable opportunity four (4) Business Days prior to participate in the response of Acquiror Termination Date. Subject to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be givenSection 6.07(d), including following delivery of the Proxy Statement to the Purchaser Shareholders, Purchaser will use commercially reasonable efforts to solicit approval of the Purchaser Shareholders Proposals by participating with the Company or its counsel in any discussions or meetings with the SECPurchaser Shareholders. (iiid) Each of Acquiror and Subject to this Section 6.07(d), the Company shall ensure Purchaser Board will recommend that none of the information supplied by or on its behalf for inclusion or incorporation by reference in Purchaser Shareholders approve the Proxy Statement willPurchaser Shareholder Proposals (the “Purchaser Board Recommendation”). Notwithstanding the foregoing, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (iv) If at any time prior to obtaining approval of the Closing any information relating to AcquirorPurchaser Shareholder Proposals, the CompanyPurchaser Board may fail to make, amend, change, withdraw, modify, withhold or qualify the Purchaser Board Recommendation (any such action a “Change in Recommendation”) in response to an Intervening Event if the Purchaser Board shall have concluded in good faith, after consultation with its outside legal advisors and financial advisors, that a failure to make a Change in Recommendation would be a breach of the CompanyPurchaser Board’s Subsidiariesfiduciary obligations to the Purchaser Shareholders under applicable Law, or their respective Affiliatesprovided, directors or officers is discovered that: (A) the Seller Representative shall have received written notice from Purchaser of Purchaser’s intention to make a Change in Recommendation at least five (5) Business Days prior to the taking of such action by P▇▇▇▇▇▇▇▇ (the “Intervening Event Notice Period”), which notice shall specify the applicable Intervening Event in reasonable detail, (B) during such period and prior to making a Change in Recommendation, if requested by the Company Seller Representative, Purchaser and its representatives shall have negotiated in good faith with the Seller Representative regarding any revisions or Acquiror, which is required to be set forth in an amendment or supplement adjustments proposed by the Seller Representative to the Proxy Statementterms and conditions of this Agreement as would enable Purchaser to proceed with its Purchaser Board Recommendation and not make such Change in Recommendation and (C) Purchaser may make a Change in Recommendation only if the Board of Directors of Purchaser, so after considering in good faith any revisions or adjustments to the terms and conditions of this Agreement that such document would include any misstatement the Seller Representative shall have, prior to the expiration of a material fact or omit the 5-Business Day period, proposed, continues to state any material fact necessary determine in good faith that failure to make a Change in Recommendation would be a breach of its fiduciary duties to the statements thereinPurchaser Shareholders under applicable Law. An “Intervening Event” shall mean any fact, in light circumstance, occurrence, event, development, change or condition or combination thereof that (i) was not known or reasonably foreseeable to Purchaser or the Purchaser Board as of the circumstances under which they were madedate of this Agreement and (ii) does not relate to any alternative transaction; provided, however, that (1) any change in the price or trading volume of shares of Purchaser Common Stock shall not misleadingbe taken into account for purposes of determining whether an Intervening Event has occurred (provided that the underlying factors may be taken into account); (2) in no event shall any fact, circumstance, occurrence, event, development, change or condition or combination thereof that has had or would reasonably be expected to have an adverse effect on the party which discovers business or financial condition of the Company Entities constitute an Intervening Event unless such information event, fact, circumstance or development constitutes a Company Material Adverse Effect; and (3) the Company Entities meeting, failing to meet or exceeding projections shall promptly notify not be taken into account for purposes of determining whether an Intervening Event has occurred (provided that the other parties underlying factors may be taken into account). Purchaser agrees that, unless the Agreement is terminated in accordance with its terms, its obligation to establish a record date for, duly call, give notice of, convene and an appropriate amendment hold the Purchaser Special Meeting for the purpose of voting on the Purchaser Shareholder Proposals in accordance with the terms of this Agreement shall not be affected by any Change in Recommendation, and Purchaser agrees to establish a record date for, duly call, give notice of, convene and hold the Purchaser Special Meeting and submit for the approval of the Purchaser Shareholders the matters contemplated by the Proxy Statement in accordance with the terms of this Agreement, regardless of whether or supplement describing such information not there shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquirorany Change in Recommendation.

Proxy Statement. (ia) As promptly as reasonably practicable after following the execution date of this Agreement, (x) Acquiror and the Company Parent shall jointly prepare and Acquiror shall file with the SEC, a proxy statement cause to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements theretoSEC, the “Proxy Statement”). Each of Acquiror and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, affiliates and other equityholders the holders of its capital stock to Parent and information regarding provide such other matters as may be reasonably necessary or advisable or assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. Parent shall promptly notify Company upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement, a Current Report and shall, as promptly as practicable after receipt thereof, provide Company with copies of all correspondence between it and its Representatives, on Form 8-K pursuant the one hand, and the SEC, on the other hand, and all written comments with respect to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed received from the SEC and promptly advise Company of any oral comments with respect to the stockholders of Acquiror in each case Proxy Statement received from the SEC. Parent shall use its reasonable best efforts to respond as promptly after it is as practicable to any comment from the SEC with respect to the Proxy Statement and have such comment cleared by the SEC. SEC as promptly as practicable. Notwithstanding the foregoing, prior to filing (ii) To including with respect to the extent not prohibited by Lawpreliminary Proxy Statements), Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when mailing the Proxy Statement has been cleared (or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement thereto) or responding to any comments of the Proxy Statement or for additional information. To SEC with respect thereto, each of Company (as applicable) and Parent shall cooperate and provide the extent not prohibited by Law, the Company and their counsel shall be given other a reasonable opportunity to review and comment on such document or response (including the Proxy Statement proposed final version of such document or response) and shall give due consideration to all reasonable changes provided by the other Party. Parent shall also use reasonable best efforts to take any Other Document each time before other action required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” Laws and the rules and regulations thereunder in connection with the issuance of the Parent Common Shares in the Merger and Company shall furnish all information concerning Company and Company Investors as may be reasonably requested in connection with any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECactions. (iiib) Each of Acquiror 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 willIf, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (iv) If at any time prior to the Closing receipt of the Parent Shareholder Approval, any information relating to AcquirorCompany or Parent, the Company, or any of the Company’s Subsidiaries, or their respective Affiliatesaffiliates, directors or officers is should be discovered by the Company or AcquirorParent which, which is required to in the reasonable judgment of Company or Parent, should be set forth in an amendment of, or a supplement to to, the Proxy Statement, so that any of such document documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which Party that discovers such information shall promptly notify the other parties Parties, and an Company (as appropriate amendment or supplement describing such information under the circumstances) and Parent shall be promptly filed cooperate in the prompt filing by Parent with the SEC of any necessary amendment of, or supplement to, the Proxy Statement and, to the extent required by Law, disseminated in disseminating the information contained in such amendment or supplement to shareholders of Parent. Nothing in this Section 6.4(b) shall limit the obligations of any Party under Section 6.4(a). For purposes of this Section 6.4, any information concerning or, by its nature, related to Company or its affiliates will be deemed to have been provided by Company, and any information concerning or related to the stockholders Transactions (other than any information regarding the transactions effecting the Company Reorganization), Parent, its affiliates or the Parent Shareholder Meeting will be deemed to have been provided by Parent. (c) As promptly as practicable, Parent shall, in accordance with applicable Law and the Parent Governing Documents, establish a record date for, duly call, give notice of, convene and hold the Parent Shareholder Meeting solely for the purpose of Acquirorobtaining the Parent Shareholder Approval (and no other matters shall be submitted at such meeting unless consented to by the Company in its sole discretion). Parent shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the shareholders of Parent entitled to vote at the Parent Shareholder Meeting and to hold the Parent Shareholder Meeting as soon as practicable. Parent shall, through the Parent Board of Trustees, recommend to its shareholders that they give the Parent Shareholder Approval, include such recommendation in the Proxy Statement, and solicit and use its reasonable best efforts to obtain the Parent Shareholder Approval, except to the extent that the Parent Board of Trustees shall have made an Adverse Recommendation Change as permitted by Section 6.3; provided, however, that Parent’s obligation to duly call, give notice of, convene and hold the Parent Shareholder Meeting shall be unconditional unless this Agreement is terminated in accordance with its terms and shall not be affected by any Adverse Recommendation Change. Notwithstanding the foregoing provisions of this Section 6.4(c), if, on a date for which the Parent Shareholder Meeting is scheduled, Parent has not received proxies representing a sufficient number of Parent Common Shares to obtain the Parent Shareholder Approval, whether or not a quorum is present, Company may require Parent, and Parent shall have the right, to adjourn or postpone the Parent Shareholder Meeting (provided, however, that the Parent Shareholder Meeting shall not be postponed or adjourned to a date that is more than thirty (30) days after the date for which the Parent Shareholder Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Law)); provided, further, the Parent Shareholder Meeting may not be postponed or adjourned on the date the Parent Shareholder Meeting is scheduled if Parent shall have received proxies in respect of an aggregate number of Parent Common Shares, which have not been withdrawn, such that Parent Shareholder Approval will be obtained at such meeting. (d) Parent will use its reasonable best efforts to hold the Parent Shareholder Meeting as soon as reasonably practicable after the date of this Agreement.

Proxy Statement. (ia) The Company, acting through its Board of Directors, shall duly call, give notice of, convene and hold a special meeting (the "Special Meeting") of shareholders as soon as practicable for the purpose of considering and taking action upon this Agreement and the Merger. (b) As promptly as practicable after the execution of this Agreementdate hereof, but in no event later than ten (x10) Acquiror and business days after the date hereof, the Company shall jointly prepare and Acquiror shall file with the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as amended (the "Securities Exchange Act"), and shall use its best efforts to have cleared by the SEC, and promptly thereafter shall mail to stockholders, a proxy statement in connection with a meeting of the Company's stockholders to consider the Merger or an information statement, as appropriate (such proxy statement or information statement, as amended or supplemented, the letter to the Company's stockholders, the notice of meeting and form of proxy to be distributed to the Company's stockholders and any annexes, schedules and exhibits required to be filed with the SEC and sent in connection therewith are collectively herein referred to as the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “"Proxy Statement”"). Each The Proxy Statement shall contain the recommendation of Acquiror the Board of Directors of the Company in favor of the Merger and the fairness opinion of Delta Financial Group, Inc. (the "Financial Advisor") and such other disclosures as are required by Law (as defined in Section 2.6 hereof). (c) The shareholder vote required for the adoption of this Agreement and the Merger shall be the vote required by the Rhode Island Act. The Company shall will use its reasonable best efforts to solicit from its shareholders proxies in favor of adoption and approval of the Merger and to take all other reasonable action necessary or, in the judgment of Parent, helpful to secure the vote of shareholders required by the Rhode Island Act to effect the Merger and the conversion into cash of the outstanding Shares pursuant to Section 1.3 hereof. (d) Parent will furnish the Company with such information concerning Parent and its subsidiaries as is necessary in order to cause the Proxy Statement Statement, insofar as it relates to Parent and its subsidiaries, to comply with the rules and regulations promulgated by the SECapplicable Law. Acquiror shall use its reasonable best efforts Parent agrees promptly to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and advise the Company agrees to furnish to the other party all information concerning itselfif, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror 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, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (iv) If at any time prior to the Closing Special Meeting, any information relating provided by it specifically for inclusion in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by provide the Company with the information needed to correct such inaccuracy or Acquiror, which is required omission. Parent will furnish the Company with such supplemental information as may be necessary in order to be set forth in an amendment or supplement to cause the Proxy Statement, so that such document would include any misstatement of a material fact or omit insofar as it relates 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 which discovers such information shall promptly notify the other parties Parent and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC andits subsidiaries, to comply with applicable Law after the extent required by Law, disseminated mailing thereof to the stockholders of Acquirorthe Company. (e) The Company and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. (f) The Company shall provide Parent for its review a copy of the Proxy Statement at least such amount of time prior to each filing thereof as is customary in transactions of the type contemplated hereby. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statement.

Proxy Statement. Promptly following the date of this Agreement, the Company shall prepare a proxy statement relating to the Shareholders Meeting (ias amended or supplemented, the "Proxy Statement") As and the Company shall prepare and file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 (as amended or supplemented, the "Form S- 4"), in which the Proxy Statement will be included. The Company shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act of 1933, as amended (the "Securities Act"), as promptly as practicable after the execution of this Agreement, (x) Acquiror and the such filing. The Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall will use its reasonable best efforts to cause the Proxy Statement to comply with be mailed to the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act Company's shareholders as promptly as practicablepracticable after the Form S-4 is declared effective under the Securities Act. Each of Acquiror and the The Company agrees shall also take any action required to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested taken under any applicable state securities laws in connection with the Proxy Statement, a Current Report on Form 8registration and qualification of the Non-K pursuant to the Exchange Act Cash Election Shares in connection with the Transactions, or any Merger. MergerCo and the Company will cooperate with each other statement, filing, notice or application made by or on behalf in the preparation of Acquirorthe Proxy Statement. Without limiting the generality of the foregoing, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case as promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, as practicable notify MergerCo of the time when receipt of any comments from the Proxy Statement has been cleared or any supplement or amendment has been filed, or of SEC and any request by the SEC for the any amendment or supplement of to the Proxy Statement or for additional information. To All filings with the extent not prohibited by LawSEC, the Company and their counsel shall be given a reasonable opportunity to review and comment on including the Proxy Statement and any Other Document each time before any such document is filed amendment thereto, and all mailings to the Company's shareholders in connection with the SECMerger, including the Proxy Statement, shall be subject to the prior review, comment and approval of MergerCo (which approval by MergerCo shall not be unreasonably withheld or delayed). MergerCo will furnish to the Company the information relating to it required by the Securities Act, Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Acquiror shall give the rules and regulations promulgated thereunder, to be set forth in the Proxy Statement. The Company agrees to use its reasonable and good faith consideration best efforts, after consultation with the other parties hereto, to respond promptly to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments any preliminary version thereof filed by it and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the cause such Proxy Statement will, at the date it is first to be mailed to the stockholders of Acquiror and Company's shareholders at the time of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleadingearliest practicable time. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would 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 which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.

Proxy Statement. (a) If the Company Stockholder Approval is required by applicable Law to consummate the Merger, as soon as practicable following the Offer Closing, the Company shall (i) As promptly as practicable after the execution of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed Proxy Statement with the SEC and sent to under the stockholders of Acquiror relating to the Special Meeting Exchange Act, (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall ii) use its commercially reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under as soon as practicable; (iii) use its commercially reasonable efforts to mail to the Exchange Act holders of shares of Company Common Stock a Proxy Statement as promptly as practicablepracticable after clearing comments received from the SEC or after being notified by the SEC that the Proxy Statement will not be subject to review by the SEC, and (iii) otherwise comply in all material respects with all legal requirements applicable to the Stockholders Meeting. Each of Acquiror and Subject to applicable Laws, the Company agrees and Parent (with respect to itself and Merger Sub) shall each (i) upon request by the other, furnish to the other party with all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, officers and other equityholders stockholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection ; and (ii) otherwise cooperate with the Transactions, or other in the preparation of the Proxy Statement. The Company shall notify Parent promptly of the receipt of any other statement, filing, notice or application made by or on behalf comments of Acquiror, the Company SEC or the Company’s Subsidiaries SEC Staff with respect to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or and of any request by the SEC or the SEC Staff for the any amendment or supplement of the Proxy Statement thereto or for additional information. To information and shall provide as soon as reasonably practicable to Parent copies of all correspondence between the extent not prohibited by Law, Company or any Representative of the Company and their the SEC or the SEC Staff with respect thereto. The Company shall give Parent and its counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any prior to such document is documents being filed with the SEC, SEC or disseminated to holders of shares of Company Common Stock and Acquiror shall give reasonable and good faith consideration to any comments made by the Company Parent and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in review and comment on all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the response SEC. Each of Acquiror the Company, Parent and Merger Sub agrees to those 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 or the SEC Staff and to provide comments on that response (cause the Proxy Statement and all required amendments and supplements thereto to which reasonable and good faith consideration shall be given), including by participating with mailed to the holders of shares of Company or its counsel in any discussions or meetings with Common Stock entitled to vote at the SECStockholders Meeting at the earliest practicable time. (iiib) Each of Acquiror and the The Company shall use its commercially reasonable efforts to ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will(i) will not, at on the date it is first mailed to the stockholders of Acquiror the Company and at the time of the Special Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. misleading and (ivii) If at any time prior will comply as to form in all material respects with the Closing any information relating to Acquirorapplicable requirements of the Exchange Act. Notwithstanding the foregoing, the Company, any Company assumes no responsibility with respect to information supplied in writing by or on behalf of the Company’s Subsidiaries, Parent or their respective Affiliates, directors Merger Sub for inclusion or officers is discovered incorporation by the Company or Acquiror, which is required to be set forth reference in an amendment or supplement to the Proxy Statement. Parent shall use its commercially reasonable efforts to ensure that the information supplied by Parent in writing for inclusion (or incorporation by reference) in the Proxy Statement will not, so that such document would include on the date it is first mailed to stockholders of the Company and at the time of the Stockholders Meeting, 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 which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.

Proxy Statement. (a) Following the Effective Time, Parent shall: (i) As promptly as practicable after the execution of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a SEC as soon as is reasonably practicable proxy statement to be filed with the SEC and sent to the stockholders materials of Acquiror relating to the Special Meeting Parent (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and ) under the Company shall Exchange Act with respect to the Parent Stockholder Meeting; (ii) use its commercially reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have have, as promptly as is reasonably practicable, the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority Act; (including Nasdaqiii) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as is reasonably practicable after the stockholders of Acquiror in each case promptly after it Proxy Statement is cleared by the SECSEC under the Exchange Act; (iv) take all such action as shall be required under applicable state blue sky or securities laws in connection with the transactions contemplated by this Agreement, including the Parent Stock Issuance and Parent Stock Issuance Conversion; and (v) use commercially reasonable efforts to (x) cause the shares of Parent Common Stock to be issued pursuant to the Parent Stock Issuance Conversion to be approved for listing on the NYSE American, subject to official notice of issuance, and (y) receive all necessary approval for the Merger and the other transactions contemplated by this Agreement under Section 341 of the NYSE American Company Guide. (iib) To If either Parent or the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, Company becomes aware of the time when any information that should be disclosed in an amendment or supplement to the Proxy Statement has been cleared or any supplement or amendment has been filedunder Section 7.4(a), or of any request by such party shall (i) promptly inform the SEC for other party thereof, (ii) provide the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company other party (and their counsel shall be given its counsel) with a reasonable opportunity to review and comment on the amendment or supplement to the Proxy Statement and any Other Document each time before any prior to it being filed with the SEC, (iii) provide the other party with a copy of such document amendment or supplement promptly after it is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror 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, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (iv) If at any time prior to the Closing any information relating to Acquirorcooperate, the Companyif appropriate, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an mailing such amendment or supplement to the Proxy Statement, so that such document would 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 which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of AcquirorParent.

Proxy Statement. (i) As promptly as practicable after Subject to the execution terms and conditions of this Agreement, (x) Acquiror and as promptly as reasonably practicable after the date hereof, the Company shall jointly prepare and Acquiror shall file with the SEC, SEC a proxy statement to be filed with the SEC and sent to the stockholders holders of Acquiror relating to shares of Company Common Stock in connection with the Special Company Stockholders’ Meeting (such proxy statement, together with any amendments thereof or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall The Company, after consultation with Parent, will use its reasonable best efforts to cause respond promptly to any comments made by the SEC with respect to the Proxy Statement. Without limiting the generality of the foregoing, (a) prior to filing the Proxy Statement to comply (or any amendment or supplement thereto) with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts SEC or responding to have the Proxy Statement cleared by any comments of the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquirorrespect thereto, the Company or the Company’s Subsidiaries to any regulatory authority shall (including Nasdaqi) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given give Parent a reasonable opportunity to review and comment on such document or response and (ii) include in such document or response comments reasonably proposed by Parent, and (b) Parent and Merger Sub shall furnish all information relating to Parent, Merger Sub and their respective Affiliates as the Company may reasonably request (or as may be required to be included in the Proxy Statement) in connection with such actions and the preparation of the Proxy Statement. Subject to the terms and conditions of this Agreement and applicable Law, as promptly as reasonably practicable after the clearance of the Proxy Statement by the SEC (but in any event within ten Business Days thereafter), the Company shall mail the Proxy Statement to the holders of shares of Company Common Stock (provided that such ten Business Day period shall be tolled during (a) the pendency of any Order that prohibits the mailing of the Proxy Statement in the form cleared by the SEC or otherwise or the calling or holding of the Company Stockholder’s Meeting, (b) any period during which the Company reasonably and in good faith determines that distributing the Proxy Statement would violate Rule 14a-9 promulgated under the Exchange Act due to material misstatements or omissions contained therein, and (c) any Other Document each time before any such document is filed with period required for the revision or amendment and resubmission of the Proxy Statement to the SEC, and Acquiror the subsequent clearance thereof by the SEC, in compliance with any Order or the settlement of any stockholder litigation relating to this Agreement or the transactions contemplated hereby (any such period in clause (a), (b) or (c), a “Tolling Period”)). Subject to and without limiting the rights of the Company Board pursuant to Section 6.4.2, the Proxy Statement shall give reasonable include the Company Recommendation. The Company will advise Parent, as promptly as reasonably practicable, after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or comments thereon and good faith consideration responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time, any information, event or circumstance relating to any comments made Party hereto, or their respective officers, directors, Affiliates or Representatives, should be discovered by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments Party hereto which should be set forth in an amendment or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect a supplement to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on so that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror 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, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, does not contain any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would 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 which discovers Party discovering such information information, event or circumstance shall promptly notify inform the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC Parties hereto and, to the extent required by Law, an appropriate amendment or supplement describing such information, event or circumstance shall be promptly prepared and filed by the Company with the SEC and, if required, disseminated to the stockholders holders of Acquirorshares of Company Common Stock.

Proxy Statement. (i) As promptly as practicable after the execution of this Agreement, (x) Acquiror Zanite, Embraer, EAH and the Company shall jointly prepare use reasonable best efforts to prepare, and Acquiror Zanite shall file use reasonable best efforts to file, or cause to be filed, with the SEC, a proxy statement to be filed with the SEC and and, once the SEC confirms it has no further comments on the filing, sent to the stockholders of Acquiror relating Zanite Stockholders for the matters to be acted upon at the Special Zanite Stockholders’ Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company Party shall use its reasonable best efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC, to have the Proxy Statement declared effective under the Securities Act as promptly as practicable after such filing, and to keep the Proxy Statement effective as long as is necessary to consummate the Transactions. Acquiror shall Zanite also agrees to use its reasonable best efforts to have obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Proxy Statement cleared by Transactions, and the SEC under Embraer, EAH or the Exchange Act as promptly as practicable. Each of Acquiror Company shall furnish all information concerning EAH and the Company and any of their respective members or stockholders as may be reasonably requested in connection with any such action. Each Party agrees to furnish to the other party Parties all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report current report on Form 8-K pursuant to the Exchange Act in connection with the Transactionstransactions contemplated by this Agreement, or any other statement, filing, notice or application made by or on behalf of AcquirorZanite, Embraer, EAH, the Company or the Company’s their respective Subsidiaries to any regulatory authority (including Nasdaqthe Approved Stock Exchange) in connection with the Equity Exchange and the other Transactions (the “Other Documents”)contemplated hereby. Acquiror Zanite will cause the Proxy Statement to be mailed to the stockholders Zanite Stockholders promptly (and in any event, within seven (7) Business Days) after the filing of Acquiror in each case promptly after it is cleared by the Proxy Statement with the SEC. (ii) To the extent not prohibited by LawNo filing of, Acquiror will advise the Companyor amendment or supplement to, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request will be made by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given Zanite without providing Embraer with a reasonable opportunity to review and comment on the Proxy Statement thereon and any Other Document each time before any such document is filed with the SEC, and Acquiror Zanite shall give reasonable and good faith consideration to any comments made by the Company Embraer and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) Embraer will be given a reasonable opportunity to participate in the response of Acquiror to those any SEC comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company Zanite or its counsel in any discussions or meetings with the SEC. Zanite shall comply in all material respects with all applicable rules and regulations promulgated by the SEC, any applicable rules and regulations of Nasdaq, Zanite’s Organizational Documents, and this Agreement in the preparation, filing and distribution of the Proxy Statement, any solicitation of proxies thereunder, the calling and holding of the Zanite Stockholders’ Meeting and the Zanite Share Redemption. (iii) Each of Acquiror Zanite, Embraer, EAH 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, at the date it is first mailed to the stockholders of Acquiror Zanite Stockholders and at the time of the Special Zanite Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (iv) If at any time prior to the Closing Date, any information relating to AcquirorZanite, Embraer, EAH, the Company, Company or any of the Company’s their respective Subsidiaries, or their respective Affiliates, directors or officers is discovered by Zanite, Embraer, EAH or the Company or AcquirorCompany, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which that discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders Zanite Stockholders. (v) Zanite shall provide Embraer with copies of Acquirorany written comments, and shall inform Embraer of any oral comments, that Zanite receives from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such comments. (vi) Without limiting the generality of the foregoing, each of Zanite, Embraer, EAH and the Company shall cooperate with each other in the preparation of each of the Proxy Statement, and each of Embraer, EAH and the Company shall furnish Zanite with all information concerning it and its affiliates as the providing party (after consulting with counsel) may deem reasonably necessary or advisable in connection with the preparation of the Proxy Statement, including, without limitation, if the anticipated effective date of the Proxy Statement is after February 14, 2022, each of Zanite and the Company shall use their respective reasonable best efforts to deliver to each other, as soon as reasonably practicable following February 14, 2022, the audited consolidated balance sheets and statements of operations and comprehensive loss, stockholders’ deficit, and cash flow of Zanite and the Company and its Subsidiaries, respectively, as of and for the year ended December 31, 2021, which comply with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant.

Proxy Statement. (ia) As promptly as reasonably practicable after following the execution date of this Agreement, (x) Acquiror and the Company Parent shall jointly prepare and Acquiror shall file with the SEC, SEC a proxy statement to be filed in connection with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting transactions contemplated by this Agreement (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each , and each of Acquiror the Company and Parent shall, or shall cause their respective Affiliates to, prepare and file with the SEC all other documents to be filed by Parent with the SEC in connection with the Merger and other transactions contemplated hereby (the “Other Filings”) as required by the Exchange Act, and Parent and the Company shall use its reasonable best efforts to cause cooperate with each other in connection with the preparation of the Proxy Statement to comply with the rules and regulations promulgated by the SECany Other Filings. Acquiror shall Parent will use its reasonable best efforts to have the Proxy Statement cleared by the staff of the SEC under the Exchange Act as promptly as practicablereasonably practicable after such filing. Each of Acquiror and the Company agrees Parent will use its reasonable best efforts to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to Parent’s shareholders as promptly as reasonably practicable after the stockholders of Acquiror in each case promptly after it Proxy Statement is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, staff of the time when SEC. Each party shall as promptly as reasonably practicable notify the Proxy Statement has been cleared or any supplement or amendment has been filed, or other party of the receipt of any request by oral or written comments from the staff of the SEC for the amendment or supplement of on the Proxy Statement or for additional informationany Other Filing. To Each party shall cooperate and provide the extent not prohibited by Law, the Company and their counsel shall be given other party with a reasonable opportunity to review and comment on on, (i) the draft of the Proxy Statement (including each amendment or supplement thereto) and any Other Document each time before Filings and (ii) all written responses to requests for additional information by and replies to written comments of the staff of the SEC, prior to filing of the Proxy Statement or any Other Filing with or sending such document is filed with to the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall each party will provide the Company other party with copies of all such filings made and their counsel correspondence with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect thereto. If at any time prior to the Effective Time, any information should be discovered by any party hereto which should be set forth in an amendment or supplement to the Proxy Statement or any Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on Filing so that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror 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, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, contain or any untrue statement Other Filing would not include any misstatement 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. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would 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 which discovers such information shall promptly notify the other parties and hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and, in the case of the Proxy Statement, disseminated by the Company to the extent required shareholders of the Company. (b) Subject to Section 6.12(c), Parent shall (X) take all action necessary in accordance with the YBCA and the Parent Organization Documents to set the record date for determining the Parent Shareholders entitled to attend a meeting of the Parent Shareholders, and duly call, give notice of, convene and hold a meeting of its shareholders as promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC for the purpose of obtaining the Requisite Parent Shareholder Vote (such meeting or any adjournment or postponement thereof, the “Parent Shareholder Meeting”) to approve (a) the principal terms of the Merger and the adoption of this Agreement, (b) the principal terms of the RenalGuard Spinoff, (c) the authorization and adoption of an amendment to Parent’s 2013 Stock Option and Incentive Plan to increase the number of awards issuable thereunder, (d) a reverse stock split of the Parent Common Stock, (e) the election of new directors of Parent, (f) a change in Parent’s name to Viveve Medical, Inc., the other proposals submitted to the vote of the Parent Shareholders in the Proxy Statement (collectively, the “Parent Voting Matters”), and (Y) subject to the Board of Directors of Parent’s withdrawal or modification of its Recommendation in accordance with Section 6.8, use reasonable best efforts to solicit from its shareholders proxies in favor of the adoption and approval of this Agreement, the Merger and the other transactions contemplated hereby and include its Recommendation in the Proxy Statement. (c) Notwithstanding Section 6.12(a) or (b), if on a date for which the Parent Shareholder Meeting is scheduled (the “Original Date”), Parent has not received proxies representing a sufficient number of shares of Parent Common Stock to obtain the Requisite Parent Shareholder Vote, whether or not a quorum is present, Parent shall have the right to postpone or adjourn the Parent Shareholders Meeting to a date which shall not be more than 45 days after the Original Date. If Parent continues not to receive proxies representing a sufficient number of shares of Parent Common Stock to obtain the Requisite Parent Shareholder Vote, whether or not a quorum is present, the Parent may make one or more successive postponements or adjournments of the Parent Shareholder Meeting as long as the date of the Parent Shareholder Meeting is not postponed or adjourned more than an aggregate of 45 days from the Original Date in reliance on this subsection. In the event that the Parent Shareholder Meeting is adjourned or postponed as a result of applicable Law, disseminated including the need to supplement the stockholders Proxy Statement, any days resulting from such adjournment or postponement shall not be included for purposes of Acquirorthe calculations of numbers of days pursuant to this Section 6.12.

Proxy Statement. (i) As promptly as practicable after the execution of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. To the extent not prohibited by Law, the Company and Acquiror shall provide the C Preferred Parent Investor and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any Other Document before any such document or any pre-effective amendment thereto is submitted or filed with the SEC (but in any event no less than three (3) Business Days prior to such submission or filing), and Acquiror shall give reasonable and good faith consideration to any comments made by the C Preferred Parent Investor and its counsel. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and the C Preferred Parent Investor and their counsel respective counsels with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror 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, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would 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 which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.

Proxy Statement. (ia) As promptly soon as reasonably practicable after the execution date of this Agreement, (x) Acquiror and the Company shall jointly will prepare and Acquiror shall file with the SEC, a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Company Stockholders’ Meeting (such proxy statement, together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy Statement”) and a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the “Proxy StatementSchedule 13E-3”). Each of Acquiror ) relating to the transactions contemplated by this Agreement and the Company shall will use its reasonable best efforts to cause the Proxy Statement respond to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by any comments of the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable; provided, however, that prior to the filing of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or and the Schedule 13E-3, the Company will consult with the ▇▇▇▇▇▇ & ▇▇▇▇▇ Parties and their counsel with respect to such filings and shall afford the ▇▇▇▇▇▇ & Noble Parties reasonable opportunity to review and comment thereon. The ▇▇▇▇▇▇ & ▇▇▇▇▇ Parties will provide the Company with any supplement or amendment has been filed, or information for inclusion in the Proxy Statement and the Schedule 13E-3 which may be required under applicable law and which is reasonably requested by the Company. The Company will promptly notify the ▇▇▇▇▇▇ & Noble Parties of the receipt of any comments from the SEC and of any request by the SEC for the amendment amendments or supplement of supplements to the Proxy Statement or the Schedule 13E-3 or for additional information. To , and will supply the extent not prohibited by Law, ▇▇▇▇▇▇ & ▇▇▇▇▇ Parties with copies of all correspondence between the Company and their counsel shall be given a reasonable opportunity to review and comment any of its representatives, on the Proxy Statement and any Other Document each time before any such document is filed with the SECone hand, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or members of its staff staff, on the other Table of Contents hand, with respect to the Proxy Statement Statement, the Schedule 13E-3 or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror 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, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (iv) transactions contemplated hereby. If at any time prior to the Closing Company Stockholders’ Meeting any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, event should occur which is required by applicable law to be set forth in an amendment of, or a supplement to to, the Proxy Statement, so that such document would include any misstatement of a material fact Statement or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingSchedule 13E-3, the party which discovers Company will prepare and, if appropriate, mail to its stockholders such information shall promptly notify amendment or supplement; provided, however, that prior to such mailing, the other parties Company will consult with the ▇▇▇▇▇▇ & Noble Parties and an appropriate their counsel with respect to such amendment or supplement describing and shall afford the ▇▇▇▇▇▇ & ▇▇▇▇▇ Parties reasonable opportunity to review and comment thereon. (b) Except under the circumstances described in Section 4.3, the Company through the Company’s Board of Directors (acting upon the recommendation of the Special Committee) shall recommend to its Public Stockholders the adoption of this Agreement and the transactions contemplated hereby and such information recommendation shall be promptly filed with included in the SEC and, to Proxy Statement and the extent required by Law, disseminated to the stockholders of AcquirorSchedule 13E-3.

Proxy Statement. (ia) As promptly as practicable after Promptly following the execution date of this Agreement, (x) Acquiror the Company and AFI shall prepare, and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting adoption of this Agreement by the Company's stockholders (such proxy statement, together with any amendments as amended or supplements theretosupplemented from time to time, the “"Proxy Statement”"). Each of Acquiror AFI and the Company shall use its reasonable best efforts to cause cooperate with one another in connection with the preparation of the Proxy Statement to comply and shall furnish all information concerning such party as any other party may reasonably request in connection with the rules preparation of the Proxy Statement. AFI and regulations promulgated by the SEC. Acquiror Company shall each use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicablepracticable after such filing. Each of Acquiror and the The Company agrees will use reasonable best efforts to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the Company's stockholders of Acquiror in each case as promptly as practicable after it the Proxy Statement is cleared by the SEC. (b) Each of AFI and the Company shall as promptly as practicable notify the other of (i) the receipt of any comments from the SEC and all other written correspondence and oral communications with the SEC relating to the Proxy Statement, (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the any amendment or supplement of to the Proxy Statement or for additional informationinformation with respect thereto and (iii) any orders relating to the Proxy Statement. To the extent not prohibited All filings by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on with the SEC in connection with the transactions contemplated hereby, including the Proxy Statement and any Other Document each time before any such document is filed amendment or supplement thereto, shall be subject to the prior review and consent of AFI (which consent shall not unreasonably be withheld), and all mailings to the Company's stockholders in connection with the SEC, Merger and Acquiror transactions contemplated by this Agreement shall give reasonable be subject to the prior review and good faith consideration to any comments made consent of AFI (which consent shall not unreasonably be withheld). All filings by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel AFI with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff in connection with respect the transactions contemplated hereby shall be subject to the Proxy Statement or Other Documents promptly after receipt prior review and comment of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECCompany. (iii) Each of Acquiror 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, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (ivc) If at any time prior to the Closing Effective Time any information relating to Acquiror, the Company, AFI, or Merger Sub, or any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers officers, is discovered by the Company Company, AFI, or Acquiror, Merger Sub which is required to should be set forth in an amendment or supplement to the Proxy Statement, so that such document the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Lawlaw, disseminated to the stockholders of Acquirorthe Company.

Proxy Statement. (ia) As promptly as reasonably practicable after following the execution date of this Agreement, (x) Acquiror Ferrari and the Company Sierra shall jointly prepare cooperate in preparing, and Acquiror Ferrari shall file with the SEC, a proxy statement or cause to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements theretoSEC, the “Proxy Statement”)Statement in a mutually agreeable and preliminary form. Each of Acquiror and the Company Ferrari shall use its reasonable best efforts to cause mail or deliver the Proxy Statement to comply with its stockholders as promptly as practicable after the rules and regulations promulgated Proxy Statement is cleared by the SECSEC for mailing to the stockholders of Ferrari. Acquiror Ferrari and Sierra shall each use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party Sierra or Ferrari, respectively, all information concerning itself, its Subsidiariesaffiliates and the holders of Ferrari Equity Interests or Sierra Equity Interests, officers, directors, managers, stockholdersas applicable, and other equityholders and information regarding provide such other matters as may be reasonably necessary or advisable or assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Proxy Statement shall include all information reasonably requested by Sierra to be included therein. Ferrari shall promptly notify Sierra upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement, a Current Report and shall, as promptly as practicable after receipt thereof, provide Sierra with copies of all correspondence between it and its Representatives, on Form 8-K pursuant one hand, and the SEC, on the other hand, and all written comments with respect to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement received from the SEC and advise Sierra of any oral comments with respect to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared received from the SEC. Ferrari shall use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Proxy Statement. Notwithstanding the foregoing, prior to mailing the Proxy Statement (or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement thereto) or responding to any comments of the Proxy Statement or for additional information. To the extent not prohibited by LawSEC with respect thereto, the Company and their counsel (i) Ferrari shall be given a provide Sierra reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with or response (including the SECproposed final version of such document or response), and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity Ferrari shall include in such document or response all comments reasonably proposed by Sierra and (iii) Sierra shall have consented to participate the filing and mailing contemplated therein (which consent shall not be unreasonably withheld, conditioned or delayed). Ferrari and Ferrari OpCo shall take any action required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” Laws and the rules and regulations thereunder in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating connection with the Company or its counsel issuance of the Merger Consideration, and Sierra shall use reasonable best efforts to furnish all information concerning Sierra and the holders of the Sierra Equity Interests as may be reasonably requested in connection with any discussions or meetings with the SECsuch actions. (iiib) Each of Acquiror 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 willIf, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (iv) If at any time prior to the Closing receipt of Ferrari Stockholder Approval, any information relating to AcquirorFerrari or Sierra, the Company, or any of the Company’s Subsidiaries, or their respective Affiliatesaffiliates, directors or officers is should be discovered by Ferrari or Sierra that, in the Company or Acquirorreasonable judgment of the discovering Party, which is required to should be set forth in an amendment of, or a supplement to to, the Proxy Statement, so that such document the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which Party that discovers such information shall promptly notify the other parties Parties, and an appropriate amendment or supplement describing such information Ferrari and Sierra shall be promptly filed cooperate in the prompt filing with the SEC of any necessary amendment of, or supplement to, the Proxy Statement and, to the extent required by Law, disseminated in disseminating the information contained in such amendment or supplement to stockholders of Ferrari. Nothing in this Section 5.4(b) shall limit the obligations of any Party under Section 5.4(a). (c) As promptly as reasonably practicable after the Proxy Statement is cleared by the SEC for mailing to the stockholders of AcquirorFerrari, Ferrari shall, in accordance with applicable Law and the Ferrari Governing Documents, establish a record date for, duly call, give notice of, convene and hold the Ferrari Stockholder Meeting (and in any event, will use reasonable best efforts to convene the Ferrari Stockholder Meeting within 45 days thereof). Ferrari shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the stockholders of Ferrari entitled to vote at the Ferrari Stockholder Meeting and to hold the Ferrari Stockholder Meeting as soon as practicable after the Proxy Statement is cleared by the SEC for mailing to Ferrari’s stockholders. Ferrari shall include the Ferrari Board Recommendation in the Proxy Statement, and solicit and use its reasonable best efforts to obtain the Ferrari Stockholder Approval, the Ferrari Certificate Amendment Approval and the Long Term Incentive Plan Approval, except to the extent that the Ferrari Board of Directors shall have made a Ferrari Adverse Recommendation Change pursuant to and in accordance with Section 5.3. Notwithstanding the foregoing provisions of this Section 5.4(c), Ferrari shall be required to adjourn or postpone the Ferrari Stockholder Meeting (i) to the extent necessary to ensure that any legally required supplement or amendment to the Proxy Statement is provided to the stockholders of Ferrari, (ii) if, on a date for which the Ferrari Stockholder Meeting is scheduled, there are insufficient shares of Ferrari Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Ferrari Stockholder Meeting or (iii) if, on a date for which the Ferrari Stockholder Meeting is scheduled, Ferrari has not received proxies representing a sufficient number of shares of Ferrari Common Stock to obtain the Ferrari Stockholder Approval, which, other than the first adjournment or postponement pursuant to this clause (iii), shall be subject to Sierra’s consent (provided, that the Ferrari Stockholder Meeting shall not be postponed or adjourned (x) unless otherwise agreed to by the Parties, to a date that is more than 10 days after the date previously scheduled (it being understood that the Ferrari Stockholder Meeting shall be adjourned or postponed every time the circumstances described in the foregoing clauses (i), (ii) or (iii) exist) or (y) to a date that is less than two business days prior to the Outside Date (excluding any adjournments or postponements required by applicable Law)). Unless this Agreement is terminated pursuant to Section 8.1, nothing contained in this Agreement shall be deemed to relieve Ferrari of its obligations to hold the Ferrari Stockholders Meeting pursuant to this Section 5.4, including the making of a Ferrari Adverse Recommendation Change, the commencement, announcement, disclosure or communication to Ferrari of any Competing Proposal or other proposal (including a Superior Proposal) or the occurrence of disclosure of any Ferrari Intervening Event.

Proxy Statement. (ia) As promptly as practicable after the execution date of this Agreement, (x) Acquiror and the Company shall jointly prepare (with Buyer’s reasonable cooperation), and Acquiror shall file use its commercially reasonable efforts to file, within fifteen 15 Business Days after the date hereof, the preliminary Proxy Statement with the SEC and, subsequent to receiving clearance from the SEC, a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “definitive Proxy Statement”). Each The Proxy Statement shall include the Company Board Recommendation in favor of Acquiror and the Company Stockholder Proposal. The Company shall use its reasonable best efforts to cause the definitive Proxy Statement to comply with be mailed to its stockholders as promptly as practicable after the rules SEC clears any and regulations promulgated all outstanding comments to the Proxy Statement, and in no event later than five Business Days thereafter. The Company shall (i) advise Buyer and its counsel promptly after it receives any oral or written request by the SEC. Acquiror shall use SEC or its reasonable best efforts to have staff for amendment of the Proxy Statement cleared or comments thereon and responses thereto or requests by the SEC under or its staff for additional information, (ii) promptly provide Buyer and its counsel with copies of any written communication and summaries of any oral communication, in each case from the Exchange Act as SEC or its staff or any state securities commission and related to the Proxy Statement, (iii) give Buyer and its counsel a reasonable opportunity to participate in the responses thereto, including by considering their comments and suggested revisions in good faith, and (iv) promptly as practicablecoordinate the submission to the SEC or its staff or any state securities commission of any such responses. Each Buyer shall have the right to review and approve (such approval not to be unreasonably withheld) any amendment or supplement to the Proxy Statement. In connection with the foregoing, each of Acquiror Buyer and the Company agrees shall, upon request, furnish, and cause its accountants and other agents and service providers to furnish to the other party and the other’s agents, all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, officers and other equityholders stockholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant . (b) The Company shall use its reasonable best efforts to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause ensure that the Proxy Statement to be mailed to complies in all material respects with the stockholders of Acquiror in each case promptly after it is cleared rules and regulations promulgated by the SEC. SEC under the 1934 Act (ii) To the extent not prohibited by Lawincluding Section 14 thereof), Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when and the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent will be complete in all material respects and will not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with contain (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror 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, at the date it is first mailed to time such materials or information are distributed, filed or provided, as the stockholders of Acquiror case may be and at the time of the Special Meetingapplicable stockholder vote or action, contain including any supplement thereto) any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading or necessary to correct any statement or any earlier communication with respect to the solicitation of a proxy for the same meeting or subject matter which has become false or misleading. (ivc) If Buyer shall use its reasonable best efforts to ensure that the information it supplies to the Company for inclusion in the Proxy Statement will be complete in all material respects and will not contain (at the time such materials or information are distributed, filed or provided, as the case may be and at the time of the applicable stockholder vote or action, including any supplement thereto) any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading or necessary to correct any statement or any earlier communication with respect to the solicitation of a proxy for the same meeting or subject matter which has become false or misleading. (d) The Company will advise Buyer promptly after it receives notice thereof of the time when the Proxy Statement has been cleared by the SEC or 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. If, at any time prior to obtaining the Closing Company Stockholder Approval, any information relating to Acquirorthe Company or Buyer, the Company, or any of the Company’s Subsidiaries, or their respective Affiliates, officers or directors or officers is discovered by the Company or Acquiror, which is required to Buyer that should be set forth in an amendment or supplement to the Proxy Statement, Statement so that such document documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which Party hereto that discovers such information shall promptly notify the other parties Party hereto 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 Acquirorthe Company.

Proxy Statement. (a) If approval of the Company’s stockholders is required by applicable Legal Requirements to consummate the Merger, promptly following consummation of the Offer (or, if applicable, after the expiration of any “subsequent offering period” pursuant to Section 1.1(c)), the Company shall (i) As promptly as practicable after the execution of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed Proxy Statement with the SEC and sent under the Exchange Act, (ii) mail to the stockholders holders of Acquiror relating Shares a Proxy Statement within a sufficient time prior to the Special Stockholders’ Meeting and (such proxy statementiii) otherwise comply in all material respects with all Legal Requirements applicable to the Stockholders’ Meeting, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicablepromptly. Each of Acquiror Parent, Purchaser and the Company agrees to furnish to shall cooperate with each other in the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with preparation of the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, and the Company or shall notify Parent promptly of the Company’s Subsidiaries receipt of any comments of the SEC with respect to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or and of any request by the SEC for the any amendment or supplement of the Proxy Statement thereto or for additional information. To information and shall provide as soon as reasonably practicable to Parent copies of all correspondence between the extent not prohibited by Law, Company or any representative of the Company and their the SEC with respect thereto. The Company shall give Parent and its counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any prior to such document is documents being filed with the SEC, SEC or disseminated to holders of Shares and Acquiror shall give reasonable and good faith consideration to any comments made by the Company Parent and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in review and comment on all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the response SEC. Each of Acquiror the Company, Parent and Purchaser agrees to those use its reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to provide comments on that response (cause the Proxy Statement and all required amendments and supplements thereto to which reasonable and good faith consideration shall be given), including by participating with mailed to the Company or its counsel in any discussions or meetings with holders of Shares entitled to vote at the SECStockholders’ Meeting at the earliest practicable time. (iiib) Each of Acquiror and the The Company shall use its reasonable best efforts to ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will(i) will not, at on the date it is first mailed to the stockholders of Acquiror the Company and at the time of the Special Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. misleading and (ivii) If at any time prior will comply as to form in all material respects with the Closing any information relating to Acquirorapplicable requirements of the Exchange Act. Notwithstanding the foregoing, the Company, any Company assumes no responsibility with respect to information supplied in writing by or on behalf of the Company’s Subsidiaries, Parent or their respective Affiliates, directors Purchaser for inclusion or officers is discovered incorporation by the Company or Acquiror, which is required to be set forth reference in an amendment or supplement to the Proxy Statement. Parent shall use its reasonable best efforts to ensure that the information supplied by Parent in writing for inclusion (or incorporation by reference) in the Proxy Statement will not, so that such document would include on the date it is first mailed to stockholders of the Company and at the time of the Stockholders’ Meeting, 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 which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.

Proxy Statement. (i) As promptly as practicable after following the execution and delivery of this Agreement, (x) Acquiror and the Company SPAC shall jointly cause New Starship to, in accordance with this Section ‎7.1‎(a), prepare and Acquiror shall file with (A) a registration statement (as such filing is amended or supplemented, the SEC“Registration Statement”), including a proxy statement to be filed of New Starship, on Form S-4 with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (as such proxy statement, together with any amendments filing is amended or supplements theretosupplemented, the “Proxy Statement”). Each , for the purposes of Acquiror (I) registering under the Securities Act the New Starship Common Stock to be issued in connection with the transactions contemplated hereby (including the Earn-Out Shares) (together, the “Registration Shares”), (II) providing SPAC’s stockholders with notice of the opportunity to redeem shares of SPAC Class A Stock (the “SPAC Stockholder Redemption”), and (III) soliciting proxies from holders of SPAC Class A Stock to vote at the Special Meeting in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the issuance of shares of New Starship Common Stock in connection with ‎Article II; and (3) any other proposals the Parties deem necessary or desirable to consummate the Transactions and the Domestication (collectively, the “SPAC Stockholder Matters”). Without the prior written consent of the Company (each such consent not to be unreasonably withheld, conditioned or delayed), the SPAC Stockholder Matters shall use its reasonable best efforts be the only matters (other than procedural matters) which SPAC shall propose to cause be acted on by the SPAC’s stockholders at the Special Meeting. The Registration Statement and the Proxy Statement will comply as to comply form and substance with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated by thereunder. SPAC shall file the SEC. Acquiror shall use its reasonable best efforts to have the definitive Proxy Statement cleared by with the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the its stockholders of Acquiror in each case promptly after it is cleared record, as of the record date to be established by the SECboard of directors of SPAC, as promptly as practicable following the effectiveness of the Registration Statement (such date, the “Proxy Clearance Date”). (ii) To Prior to filing with the extent SEC, SPAC will cause New Starship to make available to the Company drafts of the Registration Statement and any other documents to be filed with the SEC that relate to the Transactions, both preliminary and final, and any amendment or supplement to the Registration Statement or such other document and will provide the Company with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. New Starship shall not prohibited by Lawfile any such documents with the SEC without the prior written consent of the Company (such consent not to be unreasonably withheld, Acquiror conditioned or delayed). New Starship will advise the Company, reasonably Company promptly after Acquiror it receives notice thereof, of of: (A) the time when the Proxy Registration Statement has been cleared or filed; (B) the effectiveness of the Registration Statement; (C) the filing of any supplement or amendment has been filed, or to the Registration Statement; (D) the issuance of any stop order by the SEC; (E) any request by the SEC for the amendment or supplement of the Proxy Registration Statement; (F) any comments from the SEC relating to the Registration Statement or and responses thereto; and (G) requests by the SEC for additional informationinformation relating to the Registration Statement. To New Starship shall promptly respond to any SEC comments on the extent not prohibited Registration Statement and shall use commercially reasonable efforts to have the Registration Statement cleared by Lawthe SEC under the Securities Act as promptly as practicable; provided that prior to responding to any requests or comments from the SEC, New Starship will make available to the Company drafts of any such response and their counsel shall be given provide the Company with a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECdrafts. (iii) Each of Acquiror 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 willIf, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (iv) If at any time prior to the Closing Special Meeting, there shall be discovered any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to that should be set forth in an amendment or supplement to the Proxy Statement, Registration Statement so that such document the Registration 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 which discovers such information New Starship shall promptly notify the other parties and file an appropriate amendment or supplement describing to the Registration Statement containing such information. If, at any time prior to the Closing, the Company discovers any information, event or circumstance relating to the Company, its business or any of its Affiliates, officers, directors or employees that should be set forth in an amendment or a supplement to the Registration Statement so that the Registration 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, then the Company shall promptly inform New Starship of such information, event or circumstance. (iv) New Starship or SPAC, as applicable, shall make all necessary filings with respect to the Transactions under the Securities Act, the Exchange Act and applicable “blue sky” laws, and any rules and regulations thereunder. The Company agrees to use commercially reasonable efforts to promptly provide New Starship with all information in its possession concerning the business, management, operations and financial condition of the Company and the Company Subsidiaries, in each case, reasonably requested by New Starship for inclusion in the Registration Statement. The Company shall cause the officers and employees of the Company and the Company Subsidiaries to be promptly filed reasonably available to New Starship and its counsel, auditors and other advisors in connection with the SEC and, drafting of the Registration Statement and responding in a timely manner to comments on the extent required by Law, disseminated to Registration Statement from the stockholders of AcquirorSEC.

Proxy Statement. (i) As promptly as practicable after the execution of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a mutually acceptable materials which shall include the proxy statement to be filed with the SEC and sent to the stockholders of Acquiror Shareholders relating to the Special Acquiror Shareholders’ Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactionstransactions contemplated by this Agreement (the “Super 8-K”), or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s their respective Subsidiaries to any regulatory authority (including Nasdaqthe NYSE) in connection with the Transactions Merger and the other transactions contemplated hereby (the “Other Offer Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders Acquiror Shareholders after all comments of the SEC on the Proxy Statement are addressed. Acquiror shall promptly following the date of this Agreement commence a “broker-search” in each case promptly after it is cleared by accordance with Rule 14a-12 of the SECExchange Act. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, of the issuance of any stop order, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Offer Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the foregoing. Acquiror shall not file any such documents with the SEC without the prior consultation of the Company and its counselas described in the preceding sentence. To the extent not prohibited by Law, Acquiror shall provide the Company and their its counsel with (iA) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Offer Documents promptly after receipt of those comments or other communications and (iiB) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. Acquiror shall respond to any SEC comments on the Proxy Statement and any Offer Document as promptly as practicable. (iii) Each of Acquiror and the Company shall ensure that none of the information supplied by it or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror Shareholders and at the time of the Special Acquiror Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (iv) If at any time prior to the Closing Effective Time any information relating to Acquiror, the Company, Acquiror or any of the Company’s their respective Subsidiaries, or their respective Affiliates, directors or officers officers, or supplied by the Company or Acquiror or on such party’s behalf for inclusion or incorporation by reference in the Proxy Statement, is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, with respect to the Proxy Statement, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of AcquirorAcquiror Shareholders.

Proxy Statement. (i) As promptly as practicable after the execution of this AgreementAgreement the Company, in cooperation with the Buyer, shall prepare and file with the SEC the Proxy Statement and any Schedule 13E-3. The Company shall respond to any comments of the SEC or its staff concerning the Proxy Statement or any Schedule 13E-3 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 the Buyer promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Schedule 13E-3 and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Schedule 13E-3. The Company (x) Acquiror shall provide the Buyer with a reasonable opportunity to review and comment on any responses to comments or inquiries by the Company SEC with respect to any filings of the Proxy Statement or any Schedule 13E-3, (y) shall jointly prepare consider in good faith including in such responses all comments reasonably proposed by the Buyer in respect of the filings and Acquiror (z) shall file with provide the SEC, Buyer and its counsel a proxy statement reasonable opportunity to be filed participate in any material discussions or meetings with the SEC and sent or its staff with respect to such filings to the stockholders of Acquiror relating to extent permitted by the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”)SEC. Each of Acquiror and the The Company shall use its reasonable best efforts to cause all documents that it is responsible for filing with the Proxy Statement SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of Law and the rules and regulations promulgated by the SECthereunder. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or Whenever any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror 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, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include Statement 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 misleadingSchedule 13E-3, the party which discovers such information Buyer or the Company, as the case may be, shall promptly notify inform the other parties of such occurrence and an appropriate amendment or supplement describing such information shall be promptly filed cooperate in filing with the SEC andor its staff or any other government officials, and/or mailing to the extent required by Law, disseminated to the stockholders of Acquirorthe Company, such amendment or supplement.

Proxy Statement. (i) As promptly as practicable after the execution of this Agreement, (x) Acquiror and In connection with the Company shall jointly Shareholders Meeting contemplated by SECTION 5.1(B) below, the Company will prepare and Acquiror shall file (after consultations with the SEC, Acquiror) a preliminary proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting 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, together with any amendments or supplements thereto, statement the “"Definitive Proxy Statement”). Each of Acquiror and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq") in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror Company's shareholders, in each case as soon as reasonably practicable after providing Acquiror with reasonable opportunity to comment thereon. Each party to this Agreement will notify the other parties promptly after it is cleared by of the receipt of the comments of the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Companyif any, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or and of any request by the SEC for amendments or supplements to the amendment Preliminary Proxy Statement or supplement of the Definitive Proxy Statement or for additional information. To , and will supply the extent not prohibited by Lawothers with copies of all correspondence between such party or its representatives, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SECone hand, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or members of its staff staff, on the other hand, with respect to the Preliminary Proxy Statement, the Definitive Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror 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, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (iv) Merger. If at any time prior to the Closing Company Shareholders Meeting, (i) any event should occur relating to the Company or any of the 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 plans of any such Persons for the Surviving Corporation after the Effective Time of the Merger, or relating to the Financing of the transaction, in either case that should be set forth in an amendment of, or a supplement to, the Definitive Proxy Statement, then the Company or Acquiror (as applicable), will, upon learning of such event, promptly inform the other of such event and the Company shall prepare, file and, if required, mail such amendment or supplement to the Company's shareholders; provided that, 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 the information relating to Acquiror, Parent, and Merger Sub, their respective Affiliates and the Company, any plans of such Persons for the Surviving Corporation after the Effective Time of the Company’s SubsidiariesMerger, or their respective Affiliates, directors or officers is discovered by and relating to the Company or AcquirorFinancing, which is required to be set forth in an amendment the Preliminary Proxy Statement or supplement to the Definitive Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make Statement under the statements therein, in light Exchange Act and the rules and regulations of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquirorthereunder.

Proxy Statement. (ia) As promptly as practicable after the execution of this AgreementAgreement and TortoiseCorp’s receipt of the Audited Financial Statements, subject to the terms of this Section 7.01, TortoiseCorp (x) Acquiror with the assistance and cooperation of the Company as reasonably requested by TortoiseCorp) shall jointly prepare and Acquiror shall file with the SEC, SEC a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments as amended or supplements theretosupplemented, the “Proxy Statement”) to be sent to the stockholders of TortoiseCorp relating to the meeting of TortoiseCorp’s stockholders (including any adjournment or postponement thereof, the “TortoiseCorp Stockholders’ Meeting”) to be held to consider (i) approval and adoption of this Agreement and the Merger, (ii) approval of the issuance of TortoiseCorp Class A Common Stock as contemplated by this Agreement and the Subscription Agreements and the issuance of TortoiseCorp Units as contemplated by the Forward Purchase Agreement, (ii) the second amended and restated TortoiseCorp Certificate of Incorporation as set forth on Exhibit E and (iii) any other proposals the parties deem necessary to effectuate the Merger (collectively, the “TortoiseCorp Proposals”). The Company shall furnish all information concerning the Company as TortoiseCorp may reasonably request in connection with such actions and the preparation of the Proxy Statement. TortoiseCorp 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 following the clearance of the Proxy Statement by the SEC, TortoiseCorp shall mail the Proxy Statement to its stockholders. Each of Acquiror TortoiseCorp and the Company shall use its reasonable best efforts furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Proxy Statement. (b) No filing of, or amendment or supplement to cause the Proxy Statement to comply with will be made by TortoiseCorp without the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each approval of Acquiror and the Company agrees (such approval not to furnish to the other party all information concerning itselfbe unreasonably withheld, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary conditioned or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”delayed). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror TortoiseCorp will advise the Company, reasonably promptly after Acquiror it receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. To the extent not prohibited by Law, Each of TortoiseCorp and the Company shall cooperate and their counsel shall mutually agree upon (such agreement not to be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (iunreasonably withheld or delayed) any response to comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from of the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity any amendment to participate the Proxy Statement filed in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECthereto. (iiic) Each of Acquiror and the Company shall ensure TortoiseCorp represents that none of the information supplied by or on its behalf TortoiseCorp for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, contain shall not include 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. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would 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, at (i) the party which discovers such information shall promptly notify time the other parties and an appropriate Proxy Statement (or any amendment thereof or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated thereto) is first mailed to the stockholders of AcquirorTortoiseCorp, (ii) the time of the TortoiseCorp Stockholders’ Meeting and (iii) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to TortoiseCorp or Merger Sub, or their respective officers or directors, should be discovered by TortoiseCorp which should be set forth in an amendment or a supplement to the Proxy Statement, TortoiseCorp shall promptly inform the Company. All documents that TortoiseCorp is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (d) The Company represents that the information supplied by the Company for inclusion in the Proxy Statement shall not 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, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of TortoiseCorp, (ii) the time of the TortoiseCorp Stockholders’ Meeting and (iii) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or its 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 TortoiseCorp. All documents that the Company is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Proxy Statement. (i) As In connection with the Company Stockholders Meeting, the Company will (A) as promptly as practicable reasonably practicable, but in no event later than 25 days, after the execution date of this Agreement, (x) Acquiror and the Company shall jointly Agreement prepare and Acquiror shall file with the SEC, SEC a proxy statement (as it may be amended or supplemented from time to time, the “Proxy Statement”) related to the consideration of the Proposal at the Company Stockholders Meeting, (B) respond as promptly as reasonably practicable to any comments received from the SEC with respect to the Proxy Statement on or after the date of this Agreement and provide copies of such comments to Buyers promptly upon receipt and provide copies of proposed responses to Buyers a reasonable time prior to filing to allow Buyers the opportunity to provide meaningful comment, (C) as promptly as reasonably practicable prepare and file any other amendments or supplements necessary to be filed in response to any SEC comments or as otherwise required by applicable law, (D) mail to its stockholders as promptly as reasonably practicable the Proxy Statement and all other customary proxy or other materials for meetings such as the Company Stockholders Meeting, (E) to the extent required by applicable law, as promptly as reasonably practicable prepare, file and distribute to the Company’s stockholders any supplement or amendment to the Proxy Statement if any event shall occur which requires such action at any time prior to the Company Stockholders Meeting, and (F) otherwise comply with all requirements of law applicable to the Company Stockholders Meeting. Each Buyer shall cooperate with the SEC Company in connection with the preparation of the Proxy Statement and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, including promptly furnishing the “Proxy Statement”). Each of Acquiror Company, upon request, with any and the Company shall use its reasonable best efforts all information as may be required to cause be set forth in the Proxy Statement with respect to comply with the rules and regulations promulgated by the SECsuch Buyer under applicable law. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the The Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given provide Buyers a reasonable opportunity to review and comment on promptly upon the Proxy Statement and any Other Document each time before any such document is filed with the SECamendments or supplements thereto, and Acquiror shall give reasonable and good faith consideration to any such comments made proposed (it being understood that the Company shall have the final authority and discretion with respect to whether and to what extent to incorporate or address any such comments proposed), prior to mailing the Proxy Statement and any such amendments or supplements thereto to the Company’s stockholders. Subject to Section 4(d)(i), the Proxy Statement shall include the Company Board Recommendation. (ii) If, at any time prior to the Company Stockholders Meeting, any information relating to the Company or any Buyers or any of their respective Affiliates should be discovered by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) or any comments Buyers which should be set forth in an amendment or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect supplement to the Proxy Statement so that the Proxy Statement shall not contain any untrue statement of a material fact or Other Documents promptly after receipt of those comments omit to state any material fact required to be stated therein or other communications and (ii) a reasonable opportunity necessary in order to participate make the statements therein, in the response light of Acquiror the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties and, to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given)the extent required by applicable law, including by participating with the Company shall disseminate an appropriate amendment thereof or its counsel in any discussions or meetings with supplement thereto describing such information to the SECCompany’s stockholders. (iii) Each of Acquiror The Company represents, warrants, covenants and the Company shall ensure agrees that (A) none of the information supplied by included or on its behalf for inclusion or incorporation incorporated by reference in the Proxy Statement willor any other document filed with the SEC in connection with the transactions contemplated by this Agreement or the other Transaction Documents (all such other documents, the “Other Filings”), in any such case, at the date it is first filed with the SEC, at the date it is first mailed to the stockholders of Acquiror and Company’s stockholders, at the time of the Special MeetingCompany Stockholders Meeting or at the time of any amendment or supplement thereof, contained or shall contain, as applicable, any untrue statement of a material fact or omitted or shall omit, as applicable, 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, except that no representation, warranty or covenant is made by the Company with respect to statements made or incorporated by reference therein in reliance on, and conformity with, information supplied in writing by or on behalf of any Buyer in connection with the preparation of the Proxy Statement or the Other Filings expressly for inclusion therein, and (B) the Proxy Statement and the Other Filings that are filed by the Company shall comply as to form in all material respects with the requirements of the Exchange Act and shall comply with the applicable requirements of The NASDAQ Stock Market. (iv) Each Buyer, severally and not jointly, represents, warrants, covenants and agrees that none of the information supplied in writing by or on behalf of such Buyer expressly for inclusion in the Proxy Statement or the Other Filings will, in any such case, at the date it is first filed with the SEC, at the date it is first mailed to the Company’s stockholders, at the time of the Company Stockholders Meeting or at the time of any amendment or supplement thereof, 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 the light of the circumstances under which they are made, not misleading. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would 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 which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.

Proxy Statement. (a) If approval of the Company’s stockholders is required by applicable Legal Requirements to consummate the Merger, promptly following consummation of the Offer (or, if applicable, after the expiration of any “subsequent offering period” pursuant to Section 1.1(c)), the Company shall (i) As promptly as practicable after the execution of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed Proxy Statement with the SEC and sent under the Exchange Act, (ii) mail to the stockholders holders of Acquiror relating Shares a Proxy Statement within a sufficient time prior to the Special Stockholders’ Meeting and (such proxy statementiii) otherwise comply in all material respects with all Legal Requirements applicable to the Stockholders’ Meeting, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicablepromptly. Each of Acquiror Parent, Purchaser and the Company agrees to furnish to shall cooperate with each other in the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with preparation of the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, and the Company or shall notify Parent promptly of the Company’s Subsidiaries receipt of any comments of the SEC with respect to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or and of any request by the SEC for the any amendment or supplement of the Proxy Statement thereto or for additional information. To information and shall provide as soon as reasonably practicable to Parent copies of all correspondence between the extent not prohibited by Law, Company or any representative of the Company and their the SEC with respect thereto. The Company shall give Parent and its counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any prior to such document is documents being filed with the SEC, SEC or disseminated to holders of Shares and Acquiror shall give reasonable and good faith consideration to any comments made by the Company Parent and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in review and comment on all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the response SEC. Each of Acquiror the Company, Parent and Purchaser agrees to those use its reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to provide comments on that response (cause the Proxy Statement and all required amendments and supplements thereto to which reasonable and good faith consideration shall be given), including by participating with mailed to the Company or its counsel in any discussions or meetings with holders of Shares entitled to vote at the SECStockholders’ Meeting at the earliest practicable time. (iiib) Each of Acquiror and the The Company shall use its reasonable best efforts to ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will(i) will not, at on the date it is first mailed to the stockholders of Acquiror the Company and at the time of the Special Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. misleading and (ivii) If at any time prior will comply as to form in all material respects with the Closing any information relating to Acquirorapplicable requirements of the Exchange Act. Notwithstanding the foregoing, the Company, any Company assumes no responsibility with respect to information supplied in writing by or on behalf of the Company’s Subsidiaries, Parent or their respective Affiliates, directors Purchaser for inclusion or officers is discovered incorporation by the Company or Acquiror, which is required to be set forth reference in an amendment or supplement to the Proxy Statement. Parent shall use its reasonable best efforts to ensure that the information supplied by Parent in writing for inclusion (or incorporation by reference) in the Proxy Statement will not, so that such document would include on the date it is first mailed to stockholders of the Company and at the time of the Stockholders’ Meeting, 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. (c) Parent and the Company shall promptly make all necessary filings with respect to the Merger under the Securities Act, the party which discovers such information shall promptly notify Exchange Act, applicable Blue Sky Laws and the other parties rules and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquirorregulations thereunder.

Proxy Statement. If approval of ▇▇▇▇▇▇▇’s stockholders is required under law in order to consummate the Merger (i.e., consummation other than a short-form merger pursuant to Section 253 of the DGCL), Barrier will, as promptly as practicable following the later of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 promulgated under the Exchange Act, (i) As promptly as practicable after the execution of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a SEC Barrier’s proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting Merger and the other transactions contemplated by the Merger Agreement; (ii) respond as promptly as reasonably practicable to any comments received from the SEC with respect to such proxy statementfilings and provide copies of such comments to Purchaser promptly upon receipt; (iii) as promptly as reasonably practicable, together with prepare and file (after Purchaser has had a reasonable opportunity to review and comment on) any amendments or supplements thereto, necessary to be filed in response to any comments by the “Proxy Statement”). Each of Acquiror and the Company shall SEC or as required by law; (iv) use its all reasonable best efforts to cause have cleared by the Proxy Statement SEC, and mail to its stockholders as promptly as reasonably practicable, ▇▇▇▇▇▇▇’s proxy statement and all other customary proxy or other materials for meetings such as the stockholders meeting to be held to consider adoption of the Merger Agreement, (v) to the extent required by applicable law, as promptly as reasonably practicable, prepare, file and distribute to Barrier’s stockholders (in the case of the proxy statement) any supplement or amendment to the proxy statement if any event occurs which requires such action at any time prior to the stockholders meeting to be held to consider adoption of the Merger Agreement; and (vi) otherwise use all reasonable efforts to comply with all requirements of law applicable to Barrier’s stockholders meeting to be held to consider adoption of the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror Merger Agreement and the Company agrees Merger. Parent and Purchaser agreed to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested cooperate with Barrier in connection with the Proxy Statementpreparation and filing of the proxy statement, a Current Report on Form 8-K pursuant including furnishing Barrier, upon request, with any and all information as may be required to be set forth in the proxy statement under the Exchange Act in connection with the TransactionsAct, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries and Barrier agreed to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company provide Parent and their counsel shall be given Purchaser a reasonable opportunity to review and comment on the Proxy Statement and proxy statement, or any Other Document each time before any such document is filed amendments or supplements thereto, prior to filing with the SEC. The proxy statement will include the Company Board Recommendation unless the board of directors of Barrier has withdrawn, and Acquiror shall give reasonable and good faith consideration modified or amended the Company Board Recommendation to any comments made the extent permitted by the Company and its counsel. To the extent not prohibited by LawMerger Agreement, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror 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, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be as set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of Section “Change in Recommendation; Termination in Connection with 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 which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.Superior Proposal” above. 34

Proxy Statement. (i) As The Company shall, with the assistance of Parent as provided by this Section 6.2, prepare and file with the SEC, as promptly as practicable after the execution date of this Agreement, (x) Acquiror and in any event within 15 Business Days after the date of this Agreement, assuming the Company shall jointly prepare and Acquiror shall file with the SEChas timely received all required information from Parent, a preliminary proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Company in connection with the Stockholders Meeting (such proxy statement, together with any amendments as amended or supplements theretosupplemented, the “Proxy Statement”). Each of Acquiror Parent, Merger Sub and the Company will cooperate with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the resolve all SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents as promptly as practicable after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) thereof. Each of Acquiror Parent, Merger Sub and the Company shall ensure agrees that none of the information supplied by it or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date that it (and any amendment or supplement thereto) is first mailed published, sent or given to the stockholders of Acquiror and the Company or at the time of the Special Stockholders Meeting, contain contains any untrue statement of a material fact or omit omits 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. (iv) If at any time prior misleading and to the Closing correct any information relating provided by it or on its behalf for use in the Proxy Statement which shall have become false or misleading. The Company agrees, as to Acquiroritself and its subsidiaries, that the CompanyProxy Statement will, at the date that it (and any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statementthereto) is first published, so that such document would include any misstatement of a material fact sent 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 which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated given to the stockholders of Acquirorthe Company and at the time of the Stockholders Meeting, comply in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and shall promptly notify Parent and Merger Sub of the receipt of any comments from the SEC with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information. Unless the Company Board has made a Change of Recommendation in accordance with Section 6.3, the Recommendation shall be included in the Proxy Statement.

Proxy Statement. (ia) As promptly soon as reasonably practicable after following the execution of this AgreementAgreement Date, and in any event by no later than ten (x10) Acquiror and Business Days following the Agreement Date, the Company shall jointly prepare and Acquiror shall file with the SEC, SEC a proxy statement (as amended or supplemented from time to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements theretotime, the “Proxy Statement”)) to be sent to the holders of Common Shares relating to the meeting of the stockholders of the Company (the “Company Stockholders’ Meeting”) to be held to consider adoption of this Agreement, approval of the Merger and approval of any other matters to affect the Transactions as determined by the Parties. Each Parent shall reasonably cooperate with the Company in connection with the preparation of Acquiror the Proxy Statement and shall furnish all information concerning Parent, Merger Sub and their Affiliates as the Company may reasonably request in connection with the preparation of the Proxy Statement, and Parent shall provide such other assistance, as may be reasonably requested by the Company and shall otherwise reasonably assist and cooperate with the Company in the preparation, filing and distribution of the Proxy Statement, and the resolution of any comments received from the SEC. The Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicablereasonably practicable after such filing. Each of Acquiror and the The Company agrees will use reasonable best efforts to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case the Company as promptly as reasonably practicable after it the date on which the Proxy Statement is cleared by the SEC provided that the Company shall not be required to mail the definitive Proxy Statement until the date on which the SEC (or the staff of the SEC) confirms that it has no further comments on the Proxy Statement or that it does not intend to review the Proxy Statement for the purpose of voting on the approval and adoption of this Agreement in accordance with the DGCL (the "Definitive Proxy Date"). (iib) To The Company shall promptly notify Parent of (i) the extent not prohibited by Law, Acquiror will advise receipt of any comments from the Company, reasonably promptly after Acquiror receives notice thereof, of SEC and all other written correspondence and oral communications with the time when SEC relating to the Proxy Statement has been cleared or any supplement or amendment has been filed, or of and (ii) any request by the SEC for the any amendment or supplement of to the Proxy Statement or for additional information. To the extent not prohibited by Lawinformation with respect thereto and, in each case of clauses (i) and (ii), the Company shall promptly provide Parent with copies of all correspondence between it and their counsel its Representatives, on the one hand, and the SEC, on the other hand. The Company shall be given a use its reasonable opportunity best efforts to review and comment on respond as promptly as reasonably practicable to any comments from the SEC with respect to the Proxy Statement. All filings by the Company with the SEC in connection with the Transactions, including the Proxy Statement and any Other Document each time before amendment or supplement thereto and any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration response to any comments of the SEC with respect thereto, shall be subject to the reasonable prior review and comment of Parent, and all mailings to the stockholders of the Company in connection with the Transactions shall be subject to the reasonable prior review and comment of Parent and, in each case, the Company shall consider in good faith all comments reasonably proposed by Parent. The Company shall not file or mail any document relating to the Company Stockholders’ Meeting or respond to the SEC prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed; provided, that the Company, in connection with a Change in Company Board Recommendation made in compliance with the terms hereof may (and Parent shall comply with any request by the Company and its counsel. To to) amend or supplement the Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement (including by incorporation by reference) to the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with it contains (i) any comments or other communicationsa Change in Company Board Recommendation, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in statement of the response reason of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel Board for making such Change in any discussions or meetings with Company Board Recommendation, and (iii) additional information reasonably related to the SECforegoing. (iii) Each of Acquiror 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, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (ivc) If at any time prior to the Closing Effective Time, any information relating to Acquiror, the Company, Parent or Merger Sub, or any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers officers, is discovered by the Company Company, Parent or AcquirorMerger Sub, which is required to should be set forth in an amendment or supplement to the Proxy Statement, Statement so that such document the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties 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 Acquirorthe Company.

Proxy Statement. (ia) As promptly as practicable after the execution of this Agreementdate hereof, (x) Acquiror and the Company Investor shall jointly prepare and Acquiror shall file with the SEC, SEC a proxy statement (as amended or supplemented from time to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements theretotime, the “Proxy Statement”)) for the purpose of soliciting proxies from Investor’s stockholders to obtain the Investor Stockholder Approval at the Investor Stockholder Meeting and providing holders of Class A Common Stock the opportunity to have their shares of Class A Common Stock redeemed in connection with the stockholder vote on the Required Approval Matters in accordance with Investor Charter, Applicable Law, and any applicable rules and regulations of the SEC and Nasdaq. Each In the Proxy Statement, Investor shall seek approval of Acquiror the following matters (the “Required Approval Matters”): (1) approval of this Agreement and the Transactions, (2) approval of the Amended and Restated Certificate of Incorporation, (3) such other matters as the Company and Investor mutually determine to be necessary or appropriate to effect the Transactions and (4) the adjournment of the Investor Stockholder Meeting, if necessary or desirable in the reasonable determination of Investor. As promptly as practicable after approval of the Proxy Statement by the SEC (but in any event, within three (3) Business Days), Investor shall use its reasonable best efforts to cause commence mailing the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act stockholders and, as promptly as practicable. Each practicable thereafter, Investor shall use commercially reasonable efforts to hold the Investor Stockholder Meeting and to solicit from each of Acquiror Investor’s stockholders a proxy or vote in favor of proposals to approve the Required Approval Matters. (b) The Company and the Company agrees Founder Members shall promptly provide to furnish to the other party Investor all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, the Company Entities and other equityholders and information regarding such other matters as the Founder Members that may be reasonably necessary required by Applicable Law or advisable Nasdaq or as may be reasonably requested by Investor for inclusion in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration in response to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from of the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt any other supplements, amendments or proxy soliciting materials (collectively, the “Proxy Documents”). Investor shall provide drafts of those comments or other communications and (ii) the Proxy Statement to the Company within a reasonable opportunity time prior to participate filing for review and comment by the Company, and Investor shall consider in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror and the Company shall ensure that none comments of the Company. All information supplied provided by the Company, the Founder Members or on its behalf Investor for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, Proxy Documents shall not misleading. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would 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. If, at any time prior to the Closing, a party which hereto discovers that any such information contains a misstatement of a material fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, such party shall promptly notify the other parties and hereto and, to the extent required by Applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, Investor and disseminated to the stockholders of AcquirorInvestor; provided, however, that no information received by any party hereto pursuant to this Section 6.05(b) shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Company Disclosure Schedule or Investor Disclosure Schedule. (c) No amendment or supplement to the Proxy Statement will be made by Investor without the approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed) (provided that such approval shall not be required for any amendment or supplement that is required by the SEC or Applicable Law), and Investor shall promptly transmit any such amendment or supplement to its stockholders, if at any time prior to the Investor Stockholder Meeting there shall be discovered any information that should be set forth in an amendment or supplement to the Proxy Statement. Investor will advise the Company promptly after the Proxy Statement has been approved by the SEC or any supplement or amendment has been filed, or the issuance of any stop order, 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. (d) When filed, the Proxy Statement and Proxy Documents shall comply in all material respects with the requirements of the Exchange Act and Nasdaq.

Proxy Statement. (ia) As promptly as practicable after the execution of this Agreement, (x) Acquiror and the The Company shall jointly prepare and Acquiror shall file with the SEC, use reasonable best efforts to deliver to Parent a reasonably complete initial draft of a proxy statement (as amended or supplemented from time to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements theretotime, the “Proxy Statement”). Each of Acquiror ) within fifteen (15) Business Days after the Agreement Date, and as soon as reasonably practicable following the Agreement Date, and in any event within five (5) Business Days following the No-Shop Period Start Date, the Company shall use its reasonable best efforts prepare and file with the SEC the preliminary Proxy Statement to cause be sent to the holders of Common Shares relating to the meeting of the stockholders of the Company (the “Company Stockholders’ Meeting”) to be held to consider adoption of this Agreement, approval of the Merger and approval of any other matters to affect the Transactions as determined by the Parties. Parent shall reasonably cooperate with the Company in connection with the preparation of the Proxy Statement to comply and shall furnish all information concerning Parent, Merger Sub and their Affiliates as the Company may reasonably request in connection with the rules preparation of the Proxy Statement, and regulations promulgated Parent shall provide such other assistance, as may be reasonably requested by the Company and shall otherwise reasonably assist 42 and cooperate with the Company in the preparation, filing and distribution of the Proxy Statement, and the resolution of any comments received from the SEC. Acquiror The Company shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicablereasonably practicable after such filing. Each of Acquiror and the The Company agrees will use reasonable best efforts to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case the Company as promptly as reasonably practicable after it the later of the No-Shop Period Start Date and the date on which the Proxy Statement is cleared by the SEC provided that the Company shall not be required to mail the definitive Proxy Statement until the date on which the SEC (or the staff of the SEC) confirms that it has no further comments on the Proxy Statement or that it does not intend to review the Proxy Statement for the purpose of voting on the approval and adoption of this Agreement in accordance with the DGCL (the "Definitive Proxy Date"). (iib) To The Company shall promptly notify Parent of (i) the extent not prohibited by Law, Acquiror will advise receipt of any comments from the Company, reasonably promptly after Acquiror receives notice thereof, of SEC and all other written correspondence and oral communications with the time when SEC relating to the Proxy Statement has been cleared or any supplement or amendment has been filed, or of and (ii) any request by the SEC for the any amendment or supplement of to the Proxy Statement or for additional information. To the extent not prohibited by Lawinformation with respect thereto and, in each case of clauses (i) and (ii), the Company shall promptly provide Parent with copies of all correspondence between it and their counsel its Representatives, on the one hand, and the SEC, on the other hand. The Company shall be given a use its reasonable opportunity best efforts to review and comment on respond as promptly as reasonably practicable to any comments from the SEC with respect to the Proxy Statement. All filings by the Company with the SEC in connection with the Transactions, including the Proxy Statement and any Other Document each time before amendment or supplement thereto and any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration response to any comments of the SEC with respect thereto, shall be subject to the reasonable prior review and comment of Parent, and all mailings to the stockholders of the Company in connection with the Transactions shall be subject to the reasonable prior review and comment of Parent and, in each case, the Company shall consider in good faith all comments reasonably proposed by Parent. The Company shall not file or mail any document relating to the Company Stockholders’ Meeting or respond to the SEC prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed; provided, that the Company, in connection with a Change in Company Board Recommendation made in compliance with the terms hereof may (and Parent shall comply with any request by the Company and its counsel. To to) amend or supplement the Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement (including by incorporation by reference) to the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with it contains (i) any comments or other communicationsa Change in Company Board Recommendation, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in statement of the response reason of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel Board for making such Change in any discussions or meetings with Company Board Recommendation, and (iii) additional information reasonably related to the SECforegoing. (iii) Each of Acquiror 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, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (ivc) If at any time prior to the Closing Effective Time any information relating to Acquiror, the Company, Parent or Merger Sub, or any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers officers, is discovered by the Company Company, Parent or AcquirorMerger Sub, which is required to should be set forth in an amendment or supplement to the Proxy Statement, Statement so that such document the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties 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 Acquirorthe Company.

Proxy Statement. (ia) As promptly as reasonably practicable after following the execution of this Agreement, (x) Acquiror the Company shall, with the assistance of Parent, prepare, and the Company shall jointly prepare and Acquiror shall shall, as promptly as reasonably practicable following the No-Shop Period Start Date, file with the SEC, a proxy statement relating to be filed with the SEC and sent to adoption of this Agreement by the stockholders of Acquiror relating the Company (as amended or supplemented from time to the Special Meeting (such proxy statementtime, together in accordance with any amendments or supplements theretothis Section 8.2, the “Proxy Statement”). Each of Acquiror Parent and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply cooperate with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested one another in connection with the preparation of the Proxy Statement, a Current Report on Form 8-K pursuant to Statement and Parent shall furnish all information concerning Parent and Merger Sub as the Exchange Act Company may reasonably request in connection with the Transactionspreparation of the Proxy Statement, or any other statement, filing, notice or application made including such information that is required by or on behalf the Exchange Act to be set forth in the Proxy Statement. Each of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror parties will cause the Proxy Statement information to be mailed to supplied by it for inclusion in the stockholders of Acquiror in each case promptly after it is cleared by Proxy Statement, at the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, time of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement mailing of the Proxy Statement or for additional information. To the extent not prohibited by Lawany amendments or supplements thereto, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror 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, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Company Stockholders’ Meeting, not to contain any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. Parent and the Company shall each use commercially reasonable efforts to respond as promptly as reasonably practicable to, and resolve all comments received from, the SEC (or its staff) concerning the Proxy Statement, and to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after such filing. The Company shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to the stockholders of the Company as promptly as reasonably practicable after the Proxy Statement is cleared by the SEC. (ivb) Each of Parent and the Company shall as promptly as reasonably practicable notify the other of (i) the receipt of any comments from the SEC (or its staff) and all other written correspondence and oral communications with the SEC (or its staff) relating to the Proxy Statement and (ii) any request by the SEC (or its staff) for any amendment or supplement to the Proxy Statement or for additional information with respect thereto, and shall supply the other with copies of all material correspondence between the Company, Parent or any of their respective Representatives, on the one hand, and the SEC (or its staff), on the other hand, with respect to the Proxy Statement. All filings by the Company with the SEC (or its staff), responses to any comments from the SEC (or its staff) and all mailings to the stockholders of the Company in connection with the Merger and the other transactions contemplated hereby, including the Proxy Statement and any amendment or supplement thereto, shall be subject to the reasonable prior review and comment of Parent which comments the Company shall consider in good faith. All filings by Parent with the SEC in connection with the transactions contemplated hereby shall be subject to the reasonable prior review and comment of the Company which comments Parent shall consider in good faith. (c) If at any time prior to the Closing Effective Time any information relating to Acquiror, the Company, Parent or Merger Sub, or any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers officers, is discovered by the Company Company, Parent or AcquirorMerger Sub, which is required to should be set forth in an amendment or supplement to the Proxy Statement, Statement so that such document the Proxy Statement would not include any misstatement 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, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement supplement, prepared in accordance with Section 8.2(b), describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to the stockholders of Acquirorthe Company.

Proxy Statement. (ia) As Company shall prepare as promptly as practicable after practicable, the execution of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement pursuant to be filed Regulation 14A under the Exchange Act with the SEC and sent respect to the stockholders of Acquiror relating to the Special Stockholders' Meeting (such proxy statement, together with any amendments or supplements thereto, the “"Proxy Statement”"). Each of Acquiror and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under on or prior to eight (8) weeks after the Exchange Act execution of this Agreement. Company shall, as promptly as practicablepracticable after receipt thereof, provide Parent with copies of any written comments, and advise it of any oral comments or communications regarding the Proxy Statement received from the SEC. Each of Acquiror Company shall cooperate and the Company agrees provide Parent with a reasonable opportunity to furnish review and comment on any amendment or supplement to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholdersProxy Statement prior to filing the same with the SEC, and other equityholders and information regarding will provide Parent with a copy of all such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection filings made with the Proxy Statement, a Current Report on Form 8-K pursuant SEC. (b) Company will use its reasonable best efforts to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders Company Common Stockholders as promptly as practicable after the execution of Acquiror this Agreement but in each case no event later than one week after the receipt of clearance by Company from the SEC of the Proxy Statement. Company shall furnish all information concerning it and the holders of its capital stock as may be reasonably requested in connection with any such action. Company will advise Parent, promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or Statement. (c) Company agrees that the information provided by it for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on inclusion in the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments amendment or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror 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 willsupplement thereto, at the date it is first mailed to the stockholders time of Acquiror mailing thereof and at the time of the Special Stockholders' Meeting, contain any will not include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would 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. If at any time prior to the Stockholders' Meeting, there shall occur any event with respect to Company or its Subsidiaries, or with respect to any information provided by Company for inclusion in the party Proxy Statement , which discovers event is required to be described in an amendment of or supplement to the Proxy Statement , such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC andSEC, to the extent as required by Lawapplicable law, and disseminated to the stockholders of AcquirorCompany Common Stockholders.

Proxy Statement. Seller shall engage a proxy solicitation firm (iwhich proxy solicitation firm shall be reasonably acceptable to Purchaser) As promptly as practicable after the execution of this Agreement, and prepare (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, reasonable assistance of Purchaser) and file a preliminary proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Stockholders’ Meeting (such proxy statement, together with any amendments thereof or supplements thereto, the “Proxy Statement”) as soon as practicable following the date hereof (and, in any event, within 10 Business Days from the date of this Agreement) with the SEC and Seller and Purchaser shall cooperate with each other in connection with the preparation of the foregoing; provided, that if such 10 Business Day period is deemed insufficient in Seller’s good faith, reasonable judgment for the fulsome preparation and filing of the Proxy Statement, then with the consent of Purchaser (such consent not to be unreasonably withheld or delayed), such period shall be extended for 5 additional Business Days. Each of Acquiror and the Company Seller shall use its reasonable best efforts to cause deliver an initial draft of the Proxy Statement to comply with Purchaser within 5 Business Days of the rules and regulations promulgated by date of this Agreement. The Proxy Statement shall include the SECBoard Recommendation. Acquiror Seller shall use its reasonable best efforts to have respond (with the Proxy Statement cleared by the SEC under the Exchange Act reasonable assistance of Purchaser) as promptly as practicable. Each practicable to any comments of Acquiror and the Company agrees to furnish to the other party all information concerning itself, SEC or its Subsidiaries, officers, directors, managers, stockholdersstaff, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to Seller’s stockholders at the stockholders earliest practicable time after the resolution of Acquiror in each case all such comments. Seller shall notify Purchaser promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when receipt of any comments from the Proxy Statement has been cleared SEC or any supplement or amendment has been filed, or its staff and of any request by the SEC or its staff for the amendment amendments or supplement of supplements to the Proxy Statement or for additional information. To the extent not prohibited by Lawinformation and will supply Purchaser with copies of all correspondence between Seller or any of Seller’s Representatives, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SECone hand, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff staff, on the other hand, with respect to the Proxy Statement or Other Documents the Transactions as promptly as commercially practical after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror 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, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (iv) thereof. If at any time prior to the Closing Stockholders’ Meeting there shall occur any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to event that should be set forth in an amendment or supplement to the Proxy Statement, so that Seller shall promptly after becoming aware thereof, inform Purchaser of such document would include any misstatement of a material fact or omit event and prepare (with the reasonable assistance of Purchaser) and mail to state any material fact necessary to make the statements thereinits stockholders such an amendment or supplement, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and 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. Purchaser shall cooperate with Seller in the preparation of the Proxy Statement or any amendment or supplement thereto. Without limiting the generality of the foregoing, Purchaser will furnish to Seller in writing all information as Seller may reasonably request in connection with the foregoing and the preparation of the proxy Statement, including all information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. Subject to applicable Law, disseminated notwithstanding anything to the stockholders contrary contained herein, prior to filing or mailing the Proxy Statement or filing any other required filings (or, in each case, any amendment or supplement thereto) or responding to any comments of Acquirorthe SEC with respect thereto, Seller shall provide Purchaser with a reasonable opportunity to review and comment on the Proxy Statement or respond and shall consider in good faith comments reasonably proposed by Purchaser and shall not unreasonably exclude the comments provided by Purchaser.

Proxy Statement. (i) As promptly as practicable after Promptly following the execution date of this Agreement, (x) Acquiror and the Company shall jointly prepare the Proxy Statement, and, if necessary, the Company shall prepare and Acquiror shall file with the SECSEC the Form S-4, a proxy statement to in which the Proxy Statement would be filed with included. If the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statementForm S-4 is filed, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts as promptly as practicable to have the Proxy Statement cleared by the SEC Form S-4 declared effective under the Exchange Securities Act as promptly as practicablepracticable after such filing. Each of Acquiror and the The Company agrees shall use its best efforts to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case Company's shareholders as promptly after it as practicable or, if the Form S-4 is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by as promptly as practicable after the SEC for Form S-4 is declared effective under the amendment or supplement of Securities Act. If the Proxy Statement or for additional information. To the extent not prohibited by LawS-4 is filed, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made information provided by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate for use in the response of Acquiror to those comments Form S-4, and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf Purchaser in writing specifically for inclusion or incorporation by reference use in the Proxy Statement willForm S-4, shall, at the time the Form S-4 becomes effective and on the date it is first mailed to the stockholders of Acquiror and at the time of the Special MeetingShareholders Meeting referred to above, contain any untrue statement of a be true and correct in all material fact or respects and shall not omit to state any material fact required to be stated therein or necessary in order to make such information not misleading, and the statements therein, Company and Purchaser each agree to correct any information provided by it for use in light the Proxy Statement or the Form S-4 which shall have become false or misleading. Purchaser and the Company will cooperate with each other in the preparation of the circumstances under which they are madeProxy Statement and the Form S-4 (if one is filed); without limiting the generality of the foregoing, not misleading. (iv) If at the Company will immediately notify Purchaser of the receipt of any time prior comments from the SEC and any request by the SEC for any amendment to the Closing Proxy Statement or the Form S-4 or for additional information. All filings with the SEC, including the Proxy Statement and the Form S-4 (if filed) and any amendment thereto, and all mailings to the Company's shareholders in connection with the Merger, including the Proxy Statement, shall be subject to the prior review, comment and approval of Purchaser (which approval by Purchaser shall not be unreasonably withheld). Purchaser will furnish to the Company the information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered it required by the Company or Acquiror, which is required Exchange Act and the rules and regulations promulgated thereunder to be set forth in an amendment or supplement to the Proxy Statement. The Company agrees to use its best efforts, so that such document would 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 which discovers such information shall promptly notify after consultation with the other parties and an appropriate amendment or supplement describing such information shall be hereto, to respond promptly filed with to any comments made by the SEC and, with respect to the extent required Form S-4 (if filed) or Proxy Statement and any preliminary version thereof filed by Law, disseminated it and cause such Proxy Statement to be mailed to the stockholders of AcquirorCompany's shareholders at the earliest practicable time.

Proxy Statement. (ia) As Subject to Purchaser’s timely performance of its obligations under Section 7.02(b), as promptly as reasonably practicable after following the execution date of this Agreement, (x) Acquiror and the Company shall jointly use reasonable best efforts to prepare and Acquiror shall file with the SEC, a proxy statement cause to be filed furnished with the SEC and sent to any proxy or other information statement required under the stockholders Laws of Acquiror the Cayman Islands, relating to the Special Company Shareholders’ Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each Any proxy statement shall include clause (1) of Acquiror and the Company Board Recommendation. The Company shall use its reasonable best efforts to cause the Proxy Statement to comply with be mailed to the rules and regulations promulgated by Company’s shareholders as of the SECrecord date established for the Company Shareholders’ Meeting as promptly as reasonably practicable after the date of this Agreement. Acquiror shall use its reasonable best efforts Prior to have filing or mailing the Proxy Statement cleared (or any amendment or supplement thereto), the Company shall provide Purchaser a reasonable opportunity to review and to propose comments on such document or response to the extent permitted by the SEC under the Exchange Act Applicable Law. (b) Purchaser shall, as promptly as practicable. Each of Acquiror and the Company agrees to possible, furnish to the other party Company all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters Purchaser as may be reasonably necessary or advisable or as may be reasonably requested by the Company in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection and shall otherwise assist and cooperate with the Transactions, or any other statement, filing, notice or application made by or on behalf Company in the preparation of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders Statement. Purchaser will, upon request of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereofconfirm and/or supplement the information relating to Purchaser supplied by it for inclusion in the Proxy Statement, such that at the time of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement mailing of the Proxy Statement or for additional information. To the extent not prohibited by Lawany amendments or supplements thereto, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror 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, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Company Shareholders’ 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 are made, not misleading. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would 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. (c) In accordance with the Company’s Organizational Documents, the Company shall use reasonable best efforts to, as promptly as reasonably practicable (but subject to the timing contemplated in Section 7.02(a)), (x) establish a record date for and give notice of a meeting of its shareholders, for the purpose of obtaining the Required Company Shareholder Approval (including any adjournment or postponement thereof, the “Company Shareholders’ Meeting”) and (y) mail to the holders of Company Ordinary Shares as of the record date established for the Company Shareholders’ Meeting any required Proxy Statement (such date, the “Proxy Date”). The Company shall use reasonable best efforts to duly call, convene and hold the Company Shareholders’ Meeting as promptly as reasonably practicable after the Proxy Date; provided, however, that the Company may postpone, recess or adjourn the Company Shareholders’ Meeting: (i) with the consent of Purchaser, (ii) for the absence of a quorum, (iii) to solicit additional proxies for the purpose of obtaining the Required Company Shareholder Approval, or (iv) to allow reasonable additional time for the filing and distribution of any supplemental or amended disclosure which the Company Board has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws and for such supplemental or amended disclosure to be disseminated to and reviewed by the Company’s shareholders prior to the Company Shareholders’ Meeting. The Company shall use its reasonable best efforts to solicit proxies in favor of the adoption of the Amendment Proposal. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Shareholders’ Meeting if this Agreement is terminated. (d) If at any time prior to the Effective Time any event or circumstance relating to the Company or Purchaser or any of the Company’s or Purchaser’s Subsidiaries, or their respective officers or directors, is discovered by the Company or Purchaser, respectively, which would be required to be included in the Proxy Statement to cause the Proxy Statement not to contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, the Proxy Statement, such party which discovers such information shall promptly notify inform the other parties others and an appropriate amendment each of Purchaser, Purchaser and the Company agrees to correct any information provided by it for use in the Proxy Statement which shall have become false or supplement describing such information misleading. (e) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with Section 9.01, no Seller or the Company shall be promptly filed with amend, modify or waive any provision of the SEC and, to Voting Agreement without the extent required by Law, disseminated to the stockholders prior written consent of AcquirorPurchaser.

Proxy Statement. (ia) As promptly as practicable after Promptly following the execution date of this Agreement, (x) Acquiror the Company and AFI shall prepare, and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting adoption of this Agreement by the Company’s stockholders (such proxy statement, together with any amendments as amended or supplements theretosupplemented from time to time, the “Proxy Statement”). Each of Acquiror AFI and the Company shall use its reasonable best efforts to cause cooperate with one another in connection with the preparation of the Proxy Statement to comply and shall furnish all information concerning such party as any other party may reasonably request in connection with the rules preparation of the Proxy Statement. AFI and regulations promulgated by the SEC. Acquiror Company shall each use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicablepracticable after such filing. Each of Acquiror and the The Company agrees will use reasonable best efforts to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the Company’s stockholders of Acquiror in each case as promptly as practicable after it the Proxy Statement is cleared by the SEC. (b) Each of AFI and the Company shall as promptly as practicable notify the other of (i) the receipt of any comments from the SEC and all other written correspondence and oral communications with the SEC relating to the Proxy Statement, (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the any amendment or supplement of to the Proxy Statement or for additional informationinformation with respect thereto and (iii) any orders relating to the Proxy Statement. To the extent not prohibited All filings by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on with the SEC in connection with the transactions contemplated hereby, including the Proxy Statement and any Other Document each time before any such document is filed amendment or supplement thereto, shall be subject to the prior review and consent of AFI (which consent shall not unreasonably be withheld), and all mailings to the Company’s stockholders in connection with the SEC, Merger and Acquiror transactions contemplated by this Agreement shall give reasonable be subject to the prior review and good faith consideration to any comments made consent of AFI (which consent shall not unreasonably be withheld). All filings by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel AFI with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff in connection with respect the transactions contemplated hereby shall be subject to the Proxy Statement or Other Documents promptly after receipt prior review and comment of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECCompany. (iii) Each of Acquiror 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, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (ivc) If at any time prior to the Closing Effective Time any information relating to Acquiror, the Company, AFI, or Merger Sub, or any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers officers, is discovered by the Company Company, AFI, or Acquiror, Merger Sub which is required to should be set forth in an amendment or supplement to the Proxy Statement, so that such document the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Lawlaw, disseminated to the stockholders of Acquirorthe Company.

Proxy Statement. (ia) As promptly as reasonably practicable after the execution date of this AgreementAgreement and no later than fifteen (15) days following the date of this Agreement (unless the parties hereto otherwise agree), (x) Acquiror the Parties shall prepare, and the Company shall jointly prepare and Acquiror shall file with file, the SEC, a proxy statement to be filed Proxy Statement with the SEC and sent to in preliminary form as required by the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”)1934 Act. Each of Acquiror and the The Company shall use its reasonable best efforts to cause the Proxy Statement to comply take all actions required under any applicable federal, state, securities and other Laws in connection with the rules and regulations promulgated by issuance of the SECCommon Shares. Acquiror The Company shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicablepracticable after the filing thereof and shall cause the Proxy Statement to be filed with the SEC in definitive form and mailed to the Company’s stockholders as promptly as reasonably practicable following the later of (x) the end of the ten-day waiting period under Rule 14a-6(a) under the 1934 Act (or the earlier date on which the SEC confirms it will not review the Proxy Statement) and (y) the date on which the SEC confirms that it has no further comments on the Proxy Statement. The Company shall provide Buyer with any substantive comments that may be received from the SEC or its staff with respect thereto, shall use reasonable best efforts to respond as promptly as practicable to any such comments made by the SEC or its staff with respect to the Proxy Statement, shall give Buyer and its counsel a reasonable opportunity to review and comment on the Proxy Statement (including any amendment or supplement thereto) and any responses to comments made by the SEC or its staff each time before it is filed with the SEC, and shall give reasonable and good-faith consideration to any comments thereon made by ▇▇▇▇▇ and its counsel. The Company and Buyer shall cooperate with one another (i) in connection with the preparation of the Proxy Statement, (ii) in determining whether any action by or in respect of, or filing with, any Governmental Body is required in connection with the consummation of the transactions contemplated by this Agreement, and (iii) in taking such actions or making any such filings and furnishing information required in connection therewith or with the Proxy Statement. (b) Each of Acquiror and the Company agrees to and Buyer shall, upon request, promptly furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, officers and other equityholders (to the extent reasonably available to the applicable party) shareholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquirorthe Company, Buyer or any of their respective Subsidiaries to the Company SEC or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) Principal Market in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SECStatement. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror 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, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (ivc) If at any time prior to the Closing receipt of the Company Stockholder Approval, any information relating to Acquiror, the Company, Buyer, or any of the Company’s Subsidiaries, or their respective Affiliates, directors officers or officers is directors, should be discovered by the Company (with respect to information related to the Company or Acquiror, which is required its Affiliates) or Buyer (with respect to information related to Buyer) that should be set forth in an amendment or supplement to the Proxy Statement, so that such document the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties party hereto and an appropriate amendment or supplement describing such information shall promptly be promptly prepared and filed with the SEC and, to the extent required by under Applicable Law, disseminated to the stockholders of Acquirorthe Company.

Proxy Statement. (i) As promptly as practicable after the execution of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, SEC a mutually acceptable proxy statement to be filed with the SEC and sent to the stockholders of Acquiror Stockholders relating to the Special Acquiror Stockholders’ Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror and the Company shall use their respective reasonable best efforts to resolve all SEC comments, if any, with respect to the Proxy Statement as promptly as practicable after receipt thereof and in accordance with Section 8.4. Promptly following confirmation by the SEC that the SEC has no further comments, Acquiror shall cause the Proxy Statement in definitive form to be mailed to the Acquiror Stockholders. (ii) Acquiror shall use its reasonable best efforts to have obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Proxy Statement cleared by transactions contemplated hereby, and the SEC under Company shall furnish all information concerning the Exchange Act Company, its Subsidiaries and any of their respective members or stockholders as promptly as practicable. may be reasonably requested in connection with any such action. (iii) Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactionstransactions contemplated by this Agreement, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s their respective Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions Purchase and the other transactions contemplated hereby (the “Other Offer Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (iiiv) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereofthereof of the issuance of any stop order or the suspension of the qualification of the Acquiror Common Stock for offering or sale in any jurisdiction, of the time when the Proxy Statement has been cleared initiation or written threat of any supplement or amendment has been filedproceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Offer Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Offer Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iiiv) Each of Acquiror 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, at the date it is first mailed to the stockholders of Acquiror Stockholders and at the time of the Special Acquiror Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (ivvi) If at any time prior to the Closing any information relating to Acquiror, the Company, Acquiror or any of the Company’s their respective Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, Statement so that such document the Proxy Statement would 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 which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders Acquiror Stockholders. (vii) Each of the Company, the Members and Acquiror shall use its reasonable best efforts to cause their and their Subsidiaries’ managers, directors, officers and employees to be reasonably available to Acquiror, the Company and their respective counsel in connection with the drafting of the filings and mailings of the Proxy Statement and responding in a timely manner to comments from the SEC.