Common use of Proxy Statement Clause in Contracts

Proxy Statement. (a) As promptly as reasonably practicable following the date of this Agreement, (i) the Company and Parent shall prepare a proxy statement to be sent to the stockholders of the Company and Parent in connection with the Company Stockholder Meeting and the Parent Stockholder Meeting (such proxy statement, as amended or supplemented, the “Proxy Statement/Prospectus”), and (ii) Parent (and, if necessary, New Diamond) shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Form S-4”), in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the New Diamond shares to be issued to the stockholders of the Company in connection with the Diamond Merger and the Parent Shares to be issued to the stockholders of New Diamond in connection with the payment of the aggregate Stock Consideration. Parent, New Diamond and the Company will cooperate with each other in the preparation of the Proxy Statement/Prospectus and Form S-4. Without limiting the generality of the foregoing, each of Parent, New Diamond and the Company will provide the other with a reasonable opportunity to review drafts of, and revisions to, the Proxy Statement/Prospectus and Form S-4 prepared by such party, and shall use its reasonable best efforts to furnish to the other party information relating to it and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4. All of the parties hereto shall cause the Proxy Statement/Prospectus and Form S-4 to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act and (iii) the rules and regulations of the NYSE and the PCX. The Company or New Diamond, as appropriate, shall provide audited financial statements for inclusion in the Proxy Statement/Prospectus and Form S-4 as and to the extent required under applicable Law and SEC regulations. (b) Each of the Company and Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act and the Securities Act until such time. The Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders, and Parent shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Parent’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, and the Company shall furnish all information concerning the Company and the holders of the Company Shares as may be reasonably requested in connection with any such action. (c) No filing of, or amendment or supplement to, the Form S-4 will be made by New Diamond or Parent, and no filing of, or amendment or supplement to the Proxy Statement/ Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel a reasonable opportunity to review and comment thereon. (d) Each of the parties agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement/Prospectus or the Form S-4 will, at the date such document is first mailed to the stockholders of the relevant party and at the time of such party’s meeting of stockholders relating to the Mergers, 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. For purposes of the foregoing, it is understood and agreed that information concerning or related to the Company or any Company Subsidiary will be deemed to have been supplied by the Company and information concerning or related to Parent or Acquisition Sub will be deemed to have been supplied by Parent. (e) Each of Parent and the Company agree to correct any information provided by it for use in the Proxy Statement/Prospectus or Form S-4 which shall have become false or misleading. The parties shall as soon as reasonably practicable notify each other of the receipt of any comments from or other correspondence with the SEC staff with respect to the Proxy Statement/Prospectus or Form S-4 and any request by the SEC for any amendment to the Proxy Statement/Prospectus or Form S-4 or for additional information (and promptly deliver a copy of such comments, correspondence or request to each other). Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Shares issuable in connection with the Mergers for offering or sale in any jurisdiction. (f) Each of the Company and Parent shall use its reasonable best efforts to cause to be delivered to the other party a letter of its independent auditors, dated (i) the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed to the other party, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Form S-4.

Proxy Statement. (a) As promptly as reasonably practicable following the date of this Agreement, (i) the Company and Parent shall prepare a proxy statement to be sent to the stockholders of the Company and Parent in connection with the Company Stockholder Meeting and the Parent Stockholder Meeting (such proxy statement, as amended or supplemented, the “Proxy Statement/Prospectus”), and (ii) Parent (and, if necessary, New Diamond) shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Form S-4”), in which the Proxy Statement/Prospectus Seller will be included as a prospectus, in connection with the registration under the Securities Act of the New Diamond shares to be issued to the stockholders of the Company in connection with the Diamond Merger and the Parent Shares to be issued to the stockholders of New Diamond in connection with the payment of the aggregate Stock Consideration. Parent, New Diamond and the Company will cooperate with each other in the preparation of the Proxy Statement/Prospectus and Form S-4. Without limiting the generality of the foregoing, each of Parent, New Diamond and the Company will provide the other with a reasonable opportunity to review drafts of, and revisions to, the Proxy Statement/Prospectus and Form S-4 prepared by such party, and shall use its reasonable best efforts to furnish to the other party information relating to it and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4. All of the parties hereto shall cause the Proxy Statement/Prospectus and Form S-4 to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act and (iii) the rules and regulations of the NYSE and the PCX. The Company or New Diamond, as appropriate, shall provide audited financial statements for inclusion in the Proxy Statement/Prospectus and Form S-4 as and to the extent required under applicable Law and SEC regulations. (b) Each of the Company and Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing following the execution of this Agreement prepare and file the Proxy Statement with the SEC and will use all commercially reasonable efforts to maintain respond to the effectiveness comments of the Form S-4 through the Effective Time SEC and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act and the Securities Act until such time. The Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus Statement to be mailed to Seller's Shareholders at the Company’s stockholders, and Parent earliest possible time. Seller shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Parent’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, and the Company shall furnish all information concerning the Company and the holders of the Company Shares as may be reasonably requested in connection with any such action. (c) No filing of, or amendment or supplement to, the Form S-4 will be made by New Diamond or Parent, and no filing of, or amendment or supplement to the Proxy Statement/ Prospectus will be made by the Company or Parent, in each case, without providing the other party provide Buyer and its respective counsel a reasonable opportunity to review and comment thereon. (d) Each of the parties agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in on the Proxy Statement/Prospectus , including any amendments or supplements thereto, prior to filing with the Form S-4 willSEC, at the date such document is first mailed to the stockholders of the relevant party and at the time of such party’s meeting of stockholders relating to the Mergers, 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. For purposes of the foregoing, it is understood and agreed that shall furnish all information concerning or related to the Company or any Company Subsidiary will be deemed to have been supplied by the Company and information concerning or related to Parent or Acquisition Sub will be deemed to have been supplied by Parent. (e) Each of Parent it and the Company agree holders of its capital stock as Buyer may reasonably request in connection with such actions. Each party to correct any information provided by it for use in this Agreement will notify the Proxy Statement/Prospectus or Form S-4 which shall have become false or misleading. The other parties shall as soon as reasonably practicable notify each other and the Board of Directors of Seller promptly of the receipt of any the comments from or other correspondence with of the SEC staff with respect to the Proxy Statement/Prospectus or Form S-4 SEC, if any, and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information with respect thereto, and will supply the other parties with copies of all correspondence between such party or its representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Proxy Statement or the purchase and sale of the Assets. If (A) at any time prior to the Shareholders' Meeting, any event should occur relating to Seller which should be set forth in an amendment of, or a supplement to, the Proxy Statement, Seller will promptly inform Buyer and (B) if at any time prior to the Shareholders' Meeting, any event should occur relating to Buyer that should be set forth in an amendment of, or a supplement to, the Proxy Statement, Buyer will promptly inform Seller, and in the case of (A) or (B) Seller will, upon learning of such event, promptly prepare and file and, if required, mail such amendment or supplement to Seller's shareholders; provided, however, that prior to such filing or mailing, Seller shall consult with Buyer with respect to such amendment and shall incorporate Buyer's comments thereon to the extent reasonably acceptable to Seller. (b) Seller and its counsel will use their reasonable efforts to include Buyer and its counsel in all communications with the SEC and its staff, including any meetings and telephone conferences, relating to the Proxy Statement/Prospectus or Form S-4 or for additional information (and promptly deliver a copy of such comments, correspondence or request to each other). Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Shares issuable in connection with the Mergers for offering or sale in any jurisdiction. (f) Each of the Company and Parent shall use its reasonable best efforts to cause to be delivered to the other party a letter of its independent auditors, dated (i) the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed to the other party, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Form S-4.

Proxy Statement. (a) As promptly as reasonably practicable following Preparation. Promptly after the date execution of this Agreement, (i) the Company will prepare (with Parent’s reasonable cooperation) and Parent shall prepare will file with the SEC a preliminary proxy statement to be sent to the stockholders of the Company and Parent Stockholders in connection with the Company Stockholder Meeting and (the Parent Stockholder Meeting (such proxy statement, as amended including any amendments or supplementedsupplements thereto, the “Proxy Statement/Prospectus”), and (ii) Parent (and, if necessary, New Diamond) shall prepare and . The Company will not file the Proxy Statement with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Form S-4”), in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the New Diamond shares to be issued to the stockholders of the Company in connection with the Diamond Merger without first providing Parent and the Parent Shares to be issued to the stockholders of New Diamond in connection with the payment of the aggregate Stock Consideration. Parent, New Diamond and the Company will cooperate with each other in the preparation of the Proxy Statement/Prospectus and Form S-4. Without limiting the generality of the foregoing, each of Parent, New Diamond and the Company will provide the other with its counsel a reasonable opportunity to review drafts ofand comment thereon, and revisions tothe Company will give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counsel. Subject to Section 5.4 and unless there has been a Company Recommendation Change, the Proxy Statement/Prospectus and Form S-4 prepared by such party, and shall use its reasonable best efforts to furnish to the other party information relating to it and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4. All of the parties hereto shall cause the Proxy Statement/Prospectus and Form S-4 to comply as to form and substance as to such party in all material respects with the applicable requirements of Company will (i) include the Exchange Act, (ii) the Securities Act and (iii) the rules and regulations of the NYSE and the PCX. The Company or New Diamond, as appropriate, shall provide audited financial statements for inclusion Recommendation in the Proxy Statement/Prospectus ; and Form S-4 as and (ii) subject to the extent required under applicable Law and SEC regulations. (b) Each of the Company and Parent shall Law, use reasonable best efforts to have solicit proxies to obtain the Form S-4 declared effective under Requisite Stockholder Approval and take all action reasonably necessary or advisable to secure the Securities Act as promptly as practicable after such filing and to maintain the effectiveness vote of the Form S-4 through holders of shares of Company Common Stock required by applicable Law to effect the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act Charter Amendment and the Securities Act until such timeMerger. The Subject to applicable Law, the Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus Statement to be mailed to the Company’s stockholdersCompany Stockholders as promptly as reasonably practicable following confirmation from the SEC that it will not review, and Parent shall use or that it has completed its reasonable best efforts to cause review of, the Proxy Statement/Prospectus to be mailed to Parent’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, and the Company shall furnish all information concerning the Company and the holders of the Company Shares as may be reasonably requested in connection with any such action. (c) No filing of, or amendment or supplement to, the Form S-4 will be made by New Diamond or Parent, and no filing of, or amendment or supplement to the Proxy Statement/ Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel a reasonable opportunity to review and comment thereon. (d) Each of the parties agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement/Prospectus or the Form S-4 will, at the date such document is first mailed to the stockholders of the relevant party and at the time of such party’s meeting of stockholders relating to the Mergers, 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. For purposes of the foregoing, it is understood and agreed that information concerning or related to the Company or any Company Subsidiary confirmation will be deemed to have been supplied by occurred if the SEC has not affirmatively notified the Company and information concerning by 11:59 p.m. on the tenth calendar day following such filing with the SEC that the SEC will or related to Parent or Acquisition Sub will not be deemed to have been supplied by Parent. (e) Each of Parent and the Company agree to correct any information provided by it for use in reviewing the Proxy Statement/Prospectus or Form S-4 which shall have become false or misleading. The parties shall as soon as reasonably practicable notify each other of the receipt of any comments from or other correspondence with the SEC staff with respect to the Proxy Statement/Prospectus or Form S-4 and any request by the SEC for any amendment to the Proxy Statement/Prospectus or Form S-4 or for additional information (and promptly deliver a copy of such comments, correspondence or request to each other). Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Shares issuable in connection with the Mergers for offering or sale in any jurisdiction. (f) Each of the Company and Parent shall use its reasonable best efforts to cause to be delivered to the other party a letter of its independent auditors, dated (i) the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed to the other party, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Form S-4.

Proxy Statement. Except upon a Change of Recommendation, (a) As promptly the Company shall take all action necessary in accordance with applicable Law and its articles of incorporation and bylaws and Nasdaq rules to call, give notice of, convene and hold a meeting of the Company’s shareholders (including any adjournment or postponement thereof, the “Company Shareholders Meeting”) as soon as is reasonably practicable following for the date purpose of approving this AgreementAgreement and the Merger, and (ib) the Company and Parent shall prepare a proxy statement to be sent to the stockholders of the Company and Parent in connection with the Company Stockholder Meeting and the Parent Stockholder Meeting (such proxy statementShareholders Meeting, as amended or supplementedsoon as is reasonably practicable the Company, the “Proxy Statement/Prospectus”)in cooperation with Parent, and (ii) Parent (and, if necessary, New Diamond) shall prepare and file with the SEC a registration proxy statement on Form S-4 (together with all amendments and supplements thereto, the “Form S-4”), in which the Proxy Statement/Prospectus will be included as a prospectus”) relating to the Merger and this Agreement, in connection with solicit the registration under the Securities Act shareholders’ approval of the New Diamond shares Agreement and Merger, and furnish the information required to be issued provided to the stockholders shareholders of the Company pursuant to the WBCA and the Exchange Act; provided, that, if upon the date initially fixed for the Company Shareholders Meeting, the conditions set forth in connection Section 7.1(b) have not been met, the Company may reschedule or adjourn the Company Shareholders Meeting to such later date as the Company, in its reasonable discretion, considers to be more proximate to the probable satisfaction of such conditions; and provided further, that upon Parent’s reasonable request, the Company shall postpone the Company Shareholders Meeting for the purpose of soliciting additional shareholder proxies to be voted at the Company Shareholder Meeting. Promptly after its preparation and prior to its filing with the Diamond Merger and the Parent Shares to be issued to the stockholders of New Diamond in connection with the payment of the aggregate Stock Consideration. ParentSEC, New Diamond and the Company will cooperate with each other in the preparation shall provide a copy of the Proxy Statement/Prospectus and Form S-4. Without limiting the generality of the foregoing, each of Parent, New Diamond and the Company will provide the other with a reasonable opportunity to review drafts of, and revisions to, any amendment to the Proxy Statement/Prospectus Statement and Form S-4 prepared by such partyrelated SEC or Nasdaq filings, and shall use its reasonable best efforts to furnish to the other party information relating to it and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4. All of the parties hereto shall cause the Proxy Statement/Prospectus and Form S-4 to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act and (iii) the rules and regulations of the NYSE and the PCX. The Company or New Diamond, as appropriate, shall provide audited financial statements for inclusion in the Proxy Statement/Prospectus and Form S-4 as and to the extent required under applicable Law and SEC regulations. (b) Each of the Company and Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act and the Securities Act until such time. The Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholdersParent, and Parent shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Parent’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, and the Company shall furnish all information concerning the Company and the holders of the Company Shares as may be reasonably requested in connection with any such action. (c) No filing of, or amendment or supplement to, the Form S-4 will be made by New Diamond or Parent, and no filing of, or amendment or supplement to the Proxy Statement/ Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel shall be given a reasonable opportunity to review and comment thereon. (d) Each of on the parties agrees that none of Proxy Statement and related materials, and any proposed amendment or supplement thereto, prior to filing, and the information supplied or to be supplied by it Company shall in good faith consider such comments for inclusion or incorporation by reference in the Proxy Statement/Prospectus or the Form S-4 will, at the date such document is first mailed to the stockholders of the relevant party and at the time of such party’s meeting of stockholders relating to the Mergers, 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. For purposes of the foregoing, it is understood and agreed that information concerning or Statement and/or related to the Company or any Company Subsidiary will be deemed to have been supplied by the Company and information concerning or related to Parent or Acquisition Sub will be deemed to have been supplied by Parent. (e) Each of Parent and the Company agree to correct any information provided by it for use in the Proxy Statement/Prospectus or Form S-4 which shall have become false or misleadingmaterials. The parties Company shall as soon as reasonably practicable notify each other of the receipt give Parent prompt notice of any comments from or other correspondence with the SEC staff with respect to on the Proxy Statement/Prospectus or Form S-4 and any request Statement received by the SEC for any amendment to the Proxy Statement/Prospectus or Form S-4 or for additional information (SEC, and promptly deliver a copy of such comments, correspondence or request to each other). Parent will advise the Company, in consultation with Parent, shall promptly after it receives notice thereofrespond to SEC comments, if any. So long as the Company’s board of directors shall not have effected a Change of Recommendation, the Proxy Statement shall include the recommendation of the time when Company’s board of directors that the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Shares issuable in connection with the Mergers for offering or sale in any jurisdictionCompany’s shareholders approve this Agreement. (f) Each of the Company and Parent shall use its reasonable best efforts to cause to be delivered to the other party a letter of its independent auditors, dated (i) the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed to the other party, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Form S-4.

Proxy Statement. (a) As promptly as reasonably practicable following the date of this Agreement, (i) the Company and Parent shall prepare a proxy statement to be sent to the stockholders of the Company and Parent in connection with the Company Stockholder Meeting and the Parent Stockholder Meeting (such proxy statement, as amended or supplemented, the “Proxy Statement/Prospectus”), and (ii) Parent (and, if necessary, New Diamond) shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Form S-4”), in which the preliminary Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the New Diamond shares to be issued to the stockholders of the Company in connection with the Diamond Merger and the Parent Shares to be issued to the stockholders of New Diamond in connection with the payment of the aggregate Stock Consideration. Parent, New Diamond Merger Sub and the Company will shall cooperate with each other in the preparation of the Proxy Statement/Prospectus and Form S-4. Without limiting the generality of the foregoing, each of Parent, New Diamond and the Company will provide the other with a reasonable opportunity to review drafts of, and revisions to, the The Proxy Statement/Prospectus and Form S-4 prepared by such party, and Statement shall use its reasonable best efforts to furnish to the other party information relating to it and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4. All of the parties hereto shall cause the Proxy Statement/Prospectus and Form S-4 to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act and (iii) the rules and regulations of the NYSE and the PCX. The Company or New Diamond, as appropriate, shall provide audited financial statements for inclusion in the Proxy Statement/Prospectus and Form S-4 as and to the extent required under applicable Law and SEC regulations. (b) Each of the Company and Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies content in all material respects with the applicable provisions of the Exchange Act federal securities Laws. Each of the Company and Parent shall furnish all information concerning itself and its affiliates that is required to be included in the Proxy Statement or that is customarily included in proxy statements prepared in connection with transactions of the type contemplated by this Agreement. Subject to Section 6.4(b), the Company, acting through the Company Board, shall include in the Proxy Statement the recommendation of the Company Board that the shareholders of the Company vote in favor of the Merger and the Securities Act until adoption of this Agreement (the “Company Recommendation”). The Company shall cooperate and provide Parent with a reasonable opportunity to review and comment on the draft of the Proxy Statement (including each amendment or supplement thereto), and all responses to requests for additional information by and replies to comments of the staff of the SEC, prior to filing such timewith or sending such to the SEC, and Parent and the Company will provide each other with copies of all correspondence with the SEC or its staff or any other government officials with respect to the Proxy Statement. The Company shall use its reasonable best efforts to cause the definitive Proxy Statement/Prospectus Statement to be mailed to the Company’s stockholders, and Parent shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Parent’s stockholders, in each case shareholders as promptly as reasonably practicable after the Form S-4 date on which the Proxy Statement is declared effective under cleared by the Securities Act. Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, and the Company shall furnish all information concerning the Company and the holders of the Company Shares as may be reasonably requested in connection with any such actionSEC. (cb) No filing ofIf, at any time prior to the Company Shareholders Meeting, any information relating to the Company, Parent or amendment any of their respective affiliates, officers or supplement to, directors should be discovered by the Form S-4 will Company or Parent which should be made by New Diamond or Parent, and no filing of, or set forth in an amendment or supplement to the Proxy Statement/ Prospectus will be made by the Company or ParentStatement, in each case, without providing the other party and its respective counsel a reasonable opportunity to review and comment thereon. (d) Each of the parties agrees so that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement/Prospectus or the Form S-4 will, at the date such document is first mailed to the stockholders of the relevant party and at the time of such party’s meeting of stockholders relating to the Mergers, 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 the light of the circumstances under which they are made, not misleading. For purposes of , the foregoingparty which discovers such information shall promptly notify the other parties, it is understood and agreed that an appropriate amendment or supplement describing such information concerning or related to the Company or any Company Subsidiary will shall be deemed to have been supplied by the Company and information concerning or related to Parent or Acquisition Sub will be deemed to have been supplied by Parent. (e) Each of Parent and the Company agree to correct any information provided by it for use in the Proxy Statement/Prospectus or Form S-4 which shall have become false or misleading. The parties shall as soon as reasonably practicable notify each other of the receipt of any comments from or other correspondence filed with the SEC staff with respect and, to the Proxy Statement/Prospectus or Form S-4 and any request extent required by the SEC for any amendment applicable Law, disseminated to the Proxy Statement/Prospectus or Form S-4 or for additional information (and promptly deliver a copy shareholders of such comments, correspondence or request to each other). Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Shares issuable in connection with the Mergers for offering or sale in any jurisdiction. (f) Each of the Company and Parent shall use its reasonable best efforts to cause to be delivered to the other party a letter of its independent auditors, dated (i) the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed to the other party, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Form S-4.

Proxy Statement. (a) As promptly as reasonably practicable following after the date execution of this Agreement, (i) the Company and Parent shall prepare a proxy statement to be sent to the stockholders of the Company and Parent in connection with the Company Stockholder Meeting and the Parent Stockholder Meeting (such proxy statement, as amended or supplemented, the “Proxy Statement/Prospectus”), and (ii) Parent (and, if necessary, New Diamond) shall prepare and file with the SEC a the proxy statement of the Company relating to the Company Shareholders' Meeting (together with any amendments thereto, the "Proxy Statement"), and Parent shall prepare and file with the SEC the registration statement on Form S-4 (together with all amendments thereto, the “Form S-4”)of Parent, in which the Proxy Statement/Prospectus Statement will be included as a prospectus(together with any amendments thereto, the "Registration Statement"), in connection with the registration under the Securities Act of the New Diamond shares Parent Class A Common Stock to be issued to the stockholders shareholders of the Company in connection with the Diamond Merger and Merger. Substantially contemporaneously with the Parent Shares to filing of the definitive Proxy Statement with the SEC, copies of the definitive Proxy Statement shall be issued provided to the stockholders of New Diamond in connection with the payment of the aggregate Stock ConsiderationNYSE and Nasdaq. Parent, New Diamond and the Company will cooperate with Parent shall each other in the preparation of the Proxy Statement/Prospectus and Form S-4. Without limiting the generality of the foregoing, each of Parent, New Diamond and the Company will provide the other with a reasonable opportunity to review drafts of, and revisions to, the Proxy Statement/Prospectus and Form S-4 prepared by such party, and shall use its reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable. Parent or the Company, as the case may be, shall furnish to all information concerning Parent or the Company as the other party information relating to it may reasonably request in connection with such actions and its affiliates as necessary to prepare preparation of the Proxy Statement/Prospectus and Form S-4. All As promptly as practicable after the effective date of the parties hereto Registration Statement, the Company shall cause the Proxy Statement/Prospectus Statement and Form S-4 prospectus included in the Registration Statement (collectively, the "Proxy Materials") to be mailed to the shareholders of the Company. Parent and the Company shall cause the Proxy Statement to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, including Sections 14(a) and 14(d) thereof and the respective regulations promulgated thereunder, (ii) the Securities Act and Act, (iii) the rules and regulations of the NYSE and Nasdaq, (iv) the PCX. The Company or New Diamond, as appropriate, shall provide audited financial statements for inclusion in DGCL and (v) the Proxy Statement/Prospectus and Form S-4 as and to the extent required under applicable Law and SEC regulationsTBCA. (b) Each The Proxy Statement shall include the unanimous and unconditional recommendation of the board of directors of the Company and Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act and the Securities Act until such time. The Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders, and Parent shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Parent’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, and the Company shall furnish all information concerning the Company and the holders shareholders of the Company Shares that they vote in favor of the adoption of this Agreement and the Merger, except as may be reasonably requested otherwise provided in connection with any such actionSection 5.4(b) of this Agreement. (c) No filing of, or amendment or supplement to, the Form S-4 will be made by New Diamond or Parent, and no filing of, or amendment or supplement to the Registration Statement or the Proxy Statement/ Prospectus Statement will be made without the approval of each of Parent and the Company, which approval shall not be unreasonably withheld or delayed. Each of Parent and the Company will advise the other, promptly after it receives notice thereof, of the time when the Registration Statement becomes effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of Parent Class A Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of any request by the Company SEC, the NYSE or Parent, in each case, without providing Nasdaq for amendment of the other party Proxy Statement or comments thereon and its respective counsel a reasonable opportunity to review and comment thereonresponses thereto or requests by the SEC for additional information. (d) Each of the parties agrees that none of the The information supplied or to be supplied by it the Company for inclusion or incorporation by reference in the Registration Statement and included in the Proxy Statement/Prospectus or the Form S-4 willStatement shall not, at (i) the date such document time the Registration Statement is declared effective, (ii) the time the Proxy Materials (or any amendment thereof or supplement thereto) are first mailed to the stockholders shareholders of the relevant party and at Company, (iii) the time of such party’s meeting of stockholders relating to the MergersCompany Shareholders' 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 the light of the circumstances under which they are made, therein not misleading. For purposes of If at any time prior to the foregoing, it is understood and agreed that information concerning Effective Time any event or related circumstance relating to the Company or any other Company Subsidiary will Entity, or their respective officers or directors, should be deemed to have been supplied discovered by the Company that should be set forth in an amendment or a supplement to the Proxy Statement or Registration Statement, the Company shall promptly inform Parent. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated hereby will comply as to form in all material respects with the applicable requirements of the DGCL, the TBCA, the Securities Act and information concerning or related to Parent or Acquisition Sub will be deemed to have been supplied by Parentthe Exchange Act. (e) Each of The information supplied by Parent and the Company agree to correct any information provided by it for use inclusion in the Proxy Statement/Prospectus Statement and included by Parent in the Registration Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Materials (or Form S-4 which shall have become false any amendment of or supplement to the Proxy Materials) are first mailed to the shareholders of the Company, (iii) the time of the Company Shareholders' Meeting, and (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The parties If, at any time prior to the Effective Time, any event or circumstance relating to Parent or any Parent Subsidiary, or their respective officers or directors, should be discovered by Parent that should be set forth in an amendment or a supplement to the Proxy Statement or Registration Statement, Parent shall as soon as reasonably practicable notify each other of promptly inform the receipt of any comments from or other correspondence Company. All documents that Parent is responsible for filing with the SEC staff with respect to the Proxy Statement/Prospectus or Form S-4 and any request by the SEC for any amendment to the Proxy Statement/Prospectus or Form S-4 or for additional information (and promptly deliver a copy of such comments, correspondence or request to each other). Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Shares issuable in connection with the Mergers for offering or sale transactions contemplated by this Agreement will comply as to form in any jurisdiction. (f) Each all material respects with the applicable requirements of the Company DGCL, the TBCA, the Securities Act and Parent shall use its reasonable best efforts to cause to be delivered to the other party a letter of its independent auditors, dated (i) the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed to the other party, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Form S-4Exchange Act.

Proxy Statement. (a) As promptly as reasonably practicable following after the date of this Agreement and in any event within ten (10) days (subject to Section 6.06(b)) after the date of this Agreement, (i) the Company and Parent shall prepare prepare, in consultation with Seller, and cause to be filed with the SEC a preliminary proxy statement to be sent to the stockholders of the Company and Parent in connection with the Company Stockholder Meeting and relating to the Parent Stockholder Meeting (such proxy statement, as amended together with any amendments or supplementedsupplements thereto, the “Proxy Statement/Prospectus”), and use its reasonable best efforts, in consultation with Seller, to: (i) obtain and furnish the information required to be included by the SEC in the preliminary Proxy Statement; (ii) Parent (and, if necessary, New Diamond) shall prepare and file with respond promptly to any comments made by the SEC or its staff with respect to the preliminary Proxy Statement; (iii) cause a registration statement on Form S-4 definitive Proxy Statement (together with any amendments and supplements thereto) to be mailed to its stockholders containing all amendments thereto, the “Form S-4”), in which the Proxy Statement/Prospectus will information required under applicable Law to be included as a prospectus, furnished to Parent’s stockholders in connection with the registration under the Securities Act of the New Diamond shares to be issued to the stockholders of the Company Proposals in connection with the Diamond Merger and the Parent Shares Stockholder Meeting to be issued called by Parent in accordance with Section 6.05. Such definitive Proxy Statement shall be mailed by Parent to the stockholders holders of New Diamond Common Stock as promptly as practicable (and in connection with any event within five (5) Business Days) following the payment of the aggregate Stock Consideration. Parent, New Diamond and the Company will cooperate with each other in the preparation of the Proxy Statement/Prospectus and Form S-4. Without limiting the generality of the foregoing, each of Parent, New Diamond and the Company will provide the other with a reasonable opportunity to review drafts of, and revisions to, the Proxy Statement/Prospectus and Form S-4 prepared by such party, and shall use its reasonable best efforts to furnish to the other party information relating to it and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4. All of the parties hereto shall cause the Proxy Statement/Prospectus and Form S-4 to comply as to form and substance as to such party in all material respects with the applicable requirements later of (i) receipt and resolution of the Exchange Act, SEC comments on the preliminary Proxy Statement and (ii) the Securities Act and (iii) the rules and regulations expiration of the NYSE and 10-day waiting period provided in Rule 14a-6(a) promulgated under the PCX. The Company Exchange Act; (iv) promptly amend or New Diamond, as appropriate, shall provide audited financial statements for inclusion supplement any information contained in the preliminary or definitive Proxy Statement/Prospectus and Form S-4 as Statement (including any amendments or supplements thereof) if and to the extent required under applicable Law and SEC regulations. (b) Each of the Company and Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies shall have become false or misleading in any material respect and take all material respects with the applicable provisions of the Exchange Act and the Securities Act until such time. The Company shall use its reasonable best efforts steps necessary to cause the Proxy Statement/Prospectus Statement as so amended or supplemented to be mailed to filed with the Company’s stockholders, SEC and Parent shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed disseminated to Parent’s stockholders, in each case as promptly as practicable after and to the Form S-4 is declared effective under the Securities Act. Parent and New Diamond shall also take any action extent required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, and the Company shall furnish all information concerning the Company and the holders of the Company Shares as may be reasonably requested in connection with any such action.by Applicable Law; and (cv) No filing of, or amendment or supplement to, cause the Form S-4 will be made by New Diamond or Parent, preliminary and no filing of, or amendment or supplement to the Proxy Statement/ Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel a reasonable opportunity to review and comment thereon. (d) Each of the parties agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the definitive Proxy Statement/Prospectus or the Form S-4 will, at on each relevant filing date, on the date such document is first mailed of mailing to the Parent’s stockholders of the relevant party and at the time of such party’s meeting of stockholders relating the Parent Stockholder Meeting, not to the Mergers, 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. For purposes , and cause the Proxy Statement to comply as to form in all material respects with the provisions of the foregoing, it is understood Exchange Act and agreed that information concerning or related to the Company or any Company Subsidiary will be deemed to have been supplied by the Company rules and information concerning or related to Parent or Acquisition Sub will be deemed to have been supplied by Parentregulations promulgated thereunder. (eb) Each of Parent Seller and its counsel shall be given two (2) Business Days to comment on the preliminary and the definitive Proxy Statement and any amendment or supplement to the preliminary or the definitive Proxy Statement, as the case may be, each time before any such document is filed with the SEC, and Parent shall give reasonable and good faith consideration to any comments made by Seller and its counsel. Seller shall furnish to Parent the information concerning Seller, Company agree and Company Subsidiary required by the Exchange Act and the rules and regulations promulgated thereunder to correct any information provided by it for use be set forth in the Proxy Statement/Prospectus or Form S-4 which Statement in accordance with the first sentence of this Section 6.06(b) and shall have become false or misleading. The parties shall as soon as otherwise reasonably practicable notify each other assist and cooperate with Parent in the preparation of the Proxy Statement and the resolution of comments from the SEC (or the staff of the SEC). In the event that such information required by the Exchange Act to be included in the preliminary Proxy Statement is not furnished to Parent within two (2) Business Days of receipt of the preliminary Proxy Statement by Seller, then the ten (10) day time frame set forth in Section 6.06(a) shall be extended correspondingly (on a day-to-day basis). Parent shall (i) provide Seller and its counsel with (a) any comments from or other correspondence with communications, whether written or oral, that Parent or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement/Prospectus Statement promptly, and in any event within twenty-four (24) hours after receipt of those comments or Form S-4 other communications and (b) a reasonable opportunity to participate in the response of Parent to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with Parent or its counsel in any request by discussions or meetings with the SEC for any amendment to the Proxy Statement/Prospectus or Form S-4 or for additional information (and promptly deliver a copy of such commentsits staff, correspondence or request to each other). Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Shares issuable in connection with the Mergers for offering or sale in any jurisdiction. (f) Each of the Company and Parent shall use its reasonable best efforts to cause to be delivered to the other party a letter of its independent auditors, dated (i) the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed keep Seller reasonably informed as to the other party, in form status of such comments and substance customary for “comfort” letters delivered by independent public accountants in connection the resolution thereof with registration statements similar to the Form S-4SEC or its staff.

Proxy Statement. (a) As If required under applicable law, the Company shall prepare the Proxy Statement, file it with the SEC under the Exchange Act as promptly as reasonably practicable following after Merger Subsidiary purchases Shares pursuant to the date of this AgreementOffer, (i) and use all commercially reasonable efforts to have the Proxy Statement cleared by the SEC. Parent and Merger Subsidiary shall promptly furnish to the Company all information concerning Parent and Parent shall prepare a proxy statement to Merger Subsidiary that may be sent to the stockholders of the Company and Parent required or reasonably requested in connection with the Company Stockholder Meeting and the Parent Stockholder Meeting (such proxy statement, as amended or supplemented, the “Proxy Statement/Prospectus”), and (ii) Parent (and, if necessary, New Diamond) shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Form S-4”), in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the New Diamond shares to be issued to the stockholders of the Company in connection with the Diamond Merger and the Parent Shares to be issued to the stockholders of New Diamond in connection with the payment of the aggregate Stock Considerationany action contemplated by this Section 6.10. Parent, New Diamond Merger Subsidiary and the Company will shall cooperate with each other in the preparation of the Proxy Statement/Prospectus and Form S-4. Without limiting the generality of the foregoing, each of Parent, New Diamond and the Company will provide the other with a reasonable opportunity to review drafts of, and revisions to, the Proxy Statement/Prospectus and Form S-4 prepared by such party, and shall use its reasonable best efforts to furnish to the other party information relating to it and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4. All of the parties hereto shall cause the Proxy Statement/Prospectus and Form S-4 to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act and (iii) the rules and regulations of the NYSE and the PCX. The Company or New Diamond, as appropriate, shall provide audited financial statements for inclusion in the Proxy Statement/Prospectus and Form S-4 as and to the extent required under applicable Law and SEC regulations. (b) Each of the Company and Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act and the Securities Act until such time. The Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders, and Parent shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Parent’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, and the Company shall furnish notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent promptly copies of all information concerning correspondence between the Company or any Representative of the Company and the holders of the SEC. The Company Shares as may be reasonably requested in connection with any such action. (c) No filing of, or amendment or supplement to, the Form S-4 will be made by New Diamond or Parent, and no filing of, or amendment or supplement to the Proxy Statement/ Prospectus will be made by the Company or Parent, in each case, without providing the other party shall give Parent and its respective counsel a reasonable opportunity to review the Proxy Statement prior to its being filed with the SEC and comment thereon. (d) shall give Parent and its counsel a reasonable opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Merger Subsidiary agrees to use its commercially reasonable efforts, after consultation with the other parties agrees that none hereto to respond promptly to all such comments of and requests by the information supplied or to be supplied by it for inclusion or incorporation by reference in SEC. As promptly as practicable after the Proxy Statement/Prospectus or Statement has been cleared by the Form S-4 willSEC, at the date such document is first mailed Company shall mail the Proxy Statement to the stockholders of the relevant party and at Company. The Proxy Statement shall include the time of such party’s meeting of stockholders relating to the Mergers, 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. For purposes of the foregoing, it is understood and agreed that information concerning or related to the Company or any Company Subsidiary will be deemed to have been supplied recommendation by the Company and information concerning or related to Parent or Acquisition Sub will be deemed to have been supplied by Parent. (e) Each Board of Parent and the Company agree to correct any information provided by it for use in the Proxy Statement/Prospectus or Form S-4 which shall have become false or misleading. The parties shall as soon as reasonably practicable notify each other of the receipt of any comments from or other correspondence with the SEC staff with respect to the Proxy Statement/Prospectus or Form S-4 and any request by the SEC for any amendment to the Proxy Statement/Prospectus or Form S-4 or for additional information (and promptly deliver a copy of such comments, correspondence or request to each other). Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Shares issuable in connection with the Mergers for offering or sale in any jurisdiction. (f) Each Directors of the Company that the Company's stockholders vote to approve the Merger and Parent shall use this Agreement unless the Board of Directors of the Company has withdrawn or modified its reasonable best efforts to cause to be delivered to recommendation in accordance with the other party a letter provisions of its independent auditors, dated (i) the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed to the other party, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Form S-4Section 6.03.

Proxy Statement. (a) As promptly as reasonably practicable and in any event no later than the later to occur of the 15th Business Day or the filing of the Registration Statements following the date of this Agreementhereof, the Company shall (i) the Company prepare and Parent shall prepare file a proxy statement to be sent in preliminary form relating to the stockholders of the Company and Parent in connection with the Company Stockholder Meeting and the Parent Stockholder Stockholders Meeting (such proxy statement, as amended including any amendment or supplementedsupplement thereto, the “Proxy Statement/Prospectus”), and ) (ii) Parent subject to Section 7.2, include in the Proxy Statement the Company Recommendation, (and, if necessary, New Diamondiii) shall prepare and file with furnish the SEC a registration statement on Form S-4 (together with all amendments theretoinformation required to be provided to the holders of Shares pursuant to Delaware Law, the “Form S-4”), in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Exchange Act and any other applicable Laws and (iv) use its reasonable efforts to solicit from holders of all of the New Diamond shares to be issued to the stockholders Shares proxies in favor of the Company in connection with adoption of this Agreement and the Diamond approval of the Merger and take all other action reasonably necessary or advisable to secure the Parent Shares approval of stockholders required by the DGCL and any other applicable Law and the Charter and By-Laws (if applicable) to be issued to effect the stockholders of New Diamond in connection with the payment of the aggregate Stock Consideration. Merger; provided, that Parent, New Diamond Merger Sub and the Company will cooperate with each other in the preparation of the Proxy Statement/Prospectus and Form S-4. Without limiting the generality of the foregoing, each of Parent, New Diamond and the Company will provide the other with their counsel shall be given a reasonable opportunity to review drafts of, and revisions to, the Proxy Statement/Prospectus and Form S-4 prepared by such party, and shall use its reasonable best efforts to furnish to the other party information relating to Statement before it and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4. All of the parties hereto shall cause the Proxy Statement/Prospectus and Form S-4 to comply as to form and substance as to such party in all material respects is filed with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act and (iii) the rules and regulations of the NYSE SEC and the PCX. The Company shall give due consideration to all reasonable additions, deletions, or New Diamondchanges thereto suggested by Parent, as appropriate, shall provide audited financial statements for inclusion in the Proxy Statement/Prospectus Merger Sub and Form S-4 as and to the extent required under applicable Law and SEC regulations. (b) Each of the Company and Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act and the Securities Act until such timetheir counsel. The Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders, and promptly notify Parent shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Parent’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, and the Company shall furnish all information concerning the Company and the holders of the Company Shares as may be reasonably requested in connection with any such action. (c) No filing of, or amendment or supplement to, the Form S-4 will be made by New Diamond or Parent, and no filing of, or amendment or supplement to the Proxy Statement/ Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel a reasonable opportunity to review and comment thereon. (d) Each of the parties agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement/Prospectus or the Form S-4 will, at the date such document is first mailed to the stockholders of the relevant party and at the time of such party’s meeting of stockholders relating to the Mergers, 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. For purposes of the foregoing, it is understood and agreed that information concerning or related to the Company or any Company Subsidiary will be deemed to have been supplied by the Company and information concerning or related to Parent or Acquisition Sub will be deemed to have been supplied by Parent. (e) Each of Parent and the Company agree to correct any information provided by it for use in the Proxy Statement/Prospectus or Form S-4 which shall have become false or misleading. The parties shall as soon as reasonably practicable notify each other of the receipt of any all comments from or other correspondence with of the SEC staff with respect to the Proxy Statement/Prospectus or Form S-4 Statement and of any request by the SEC for any amendment to the Proxy Statement/Prospectus or Form S-4 supplement thereto, or for additional information (information, and promptly deliver shall provide to Parent, after Parent, Merger Sub and their counsel shall have had a copy of reasonable opportunity to review and comment on the Proxy Statement and draft correspondence and due consideration has been given to such comments, correspondence or request to each other). Parent will advise comments by the Company, promptly after it receives notice thereof, copies of all correspondence between the time when Company and/or any of its Representatives and the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Shares issuable in connection with the Mergers for offering or sale in any jurisdiction. (f) Each of the SEC. The Company and Parent shall each use its 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 the Company shall cause the definitive Proxy Statement to be delivered to the other party a letter of its independent auditors, dated (i) mailed as promptly as practicable after the date on which the Form S-4 shall become effective and (ii) SEC staff advises that it has no further comments thereon, or that the Closing Date, and addressed to Company may commence mailing the other party, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Form S-4Proxy Statement.

Proxy Statement. (a) As promptly as reasonably practicable following after the date execution of this Agreement, (i) Merger Sub and the Company shall jointly prepare and Parent the Company shall prepare a file with the SEC the proxy statement of the Company (the "Proxy Statement") relating to the special meeting of the Company's stockholders (the "Company Stockholders Meeting") to be sent held to consider approval and adoption of this Agreement and the Merger. Substantially contemporaneously with the filing of the Proxy Statement with the SEC, copies of the Proxy Statement shall be provided to the National Association of Securities Dealers, Inc. ("NASD"). Merger Sub or the Company, as the case may be, shall furnish all information concerning Merger Sub or the Company as the other party may reasonably request in connection with such actions and the preparation of the Proxy Statement and any other filings required to be made in connection within this Agreement and the transactions contemplated hereby, including, without limitation, a Transaction Statement on Schedule 13E-3 (collectively, the"Other Filings"). As promptly as practicable the Proxy Statement will be mailed to the stockholders of the Company. The Company and Parent in connection with the Company Stockholder Meeting and the Parent Stockholder Meeting (such proxy statement, as amended or supplemented, the “Proxy Statement/Prospectus”), and (ii) Parent (and, if necessary, New Diamond) shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Form S-4”), in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the New Diamond shares to be issued to the stockholders of the Company in connection with the Diamond Merger and the Parent Shares to be issued to the stockholders of New Diamond in connection with the payment of the aggregate Stock Consideration. Parent, New Diamond and the Company will cooperate with each other in the preparation of the Proxy Statement/Prospectus and Form S-4. Without limiting the generality of the foregoing, each of Parent, New Diamond and the Company will provide the other with a reasonable opportunity to review drafts of, and revisions to, the Proxy Statement/Prospectus and Form S-4 prepared by such party, and shall use its reasonable best efforts to furnish to the other party information relating to it and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4. All of the parties hereto shall cause the Proxy Statement/Prospectus Statement and Form S-4 the Other Filings to be filed by it to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, including Sections 14(a) and 14(d) thereof and the respective regulations promulgated thereunder, (ii) the Securities Act and Act, (iii) the rules and regulations of the NYSE NASD and (iv) the PCX. The Company or New Diamond, as appropriate, shall provide audited financial statements for inclusion in the Proxy Statement/Prospectus and Form S-4 as and to the extent required under applicable Law and SEC regulationsNJBC. (b) Each The Proxy Statement shall include the recommendation of the Board of Directors of the Company and Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain the effectiveness stockholders of the Form S-4 through Company that they vote in favor of the adoption of this Agreement and the Merger; provided, however, that subject to Section 7.5(b), the Board of Directors of the Company may, at any time prior to the Effective Time and to ensure that it complies in all material respects with Time, withdraw, modify or change any such recommendation if the applicable provisions Board of Directors of the Exchange Act and the Securities Act until such time. The Company shall use determines in good faith that failure to so withdraw, modify or change its reasonable best efforts to recommendation would cause the Proxy Statement/Prospectus Board of Directors of the Company to be mailed breach its fiduciary duties to the Company’s stockholders's stockholders under applicable Laws after receipt of advice to such effect from independent legal counsel (who may be the Company's regularly engaged independent legal counsel). In addition, and Parent shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Parent’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, Statement and the Company shall furnish all information concerning Proxy Materials will include a copy of the Company and the holders written opinion of the Company Shares as may be reasonably requested Financial Advisor referred to in connection with any such actionSection 3.18. (c) No filing of, or amendment or supplement to, the Form S-4 will be made by New Diamond or Parent, and no filing of, or amendment or supplement to the Proxy Statement/ Prospectus Statement will be made without the approval of each of Merger Sub and the Company, which approval shall not be unreasonably withheld or delayed, unless such amendment or supplement to the Proxy Statement is required to be made by the Company under applicable Laws. Each of Merger Sub and the Company will advise the other, promptly after it receives notice thereof, or Parent, in each case, without providing of any request by the other party SEC or the NASD for amendment of the Proxy Statement and its respective counsel a reasonable opportunity to review the Other Filings or comments thereon and comment thereonresponses thereto or requests by the SEC for additional information. (d) Each of the parties agrees that none of the The information supplied or to be supplied by it the Company for inclusion or incorporation by reference in the Proxy Statement/Prospectus or the Form S-4 willStatement shall not, at (i) the date such document time the Proxy Materials (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the relevant party and at Company, (ii) the time of such party’s meeting of stockholders relating to the MergersCompany Stockholders' Meeting, and (iii) the Effective Time, contain any untrue statement of a material fact or omit fails to state any material fact required to be stated therein in the Proxy Statement or necessary in order to make the statements therein, in the light of the circumstances under which they are made, Proxy Statement not misleading. For purposes of If at any time prior to the foregoing, it is understood and agreed that information concerning Effective Time any event or related circumstance relating to the Company or any Company Subsidiary will Subsidiary, or their respective officers or directors, should be deemed to have been supplied discovered by the Company that should be set forth in an amendment or a supplement to the Proxy Statement, the Company shall promptly inform Merger Sub. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated hereby will comply as to form and information concerning or related to Parent or Acquisition Sub will be deemed to have been supplied by Parentsubstance in all material respects with the applicable requirements of the NJBC, the Securities Act and the Exchange Act. (e) Each of Parent and the Company agree to correct any The information provided supplied by it Merger Sub for use inclusion in the Proxy Statement/Prospectus Statement shall not, at (i) the time the Proxy Materials (or Form S-4 which shall have become false any amendment of or supplement to the Proxy Materials) are first mailed to the stockholders the Company, (ii) the time of the Company Stockholders Meeting, and (iii) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated in the Proxy Statement or necessary in order to make the statements in the Proxy Statement not misleading. The parties shall as soon as reasonably practicable notify each other of If, at any time prior to the receipt of Effective Time, any comments from event or other correspondence with the SEC staff with respect circumstance relating to Merger Sub or any Merger Sub Subsidiary, or their respective officers or directors, should be discovered by Merger Sub that should be set forth in an amendment or a supplement to the Proxy Statement/Prospectus or Form S-4 and any request by the SEC for any amendment to the Proxy Statement/Prospectus or Form S-4 or for additional information (and , Merger Sub shall promptly deliver a copy of such comments, correspondence or request to each other). Parent will advise inform the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Shares issuable . All documents that Merger Sub is responsible for filing in connection with the Mergers for offering or sale transactions contemplated by this Agreement will comply as to form and substance in any jurisdictionall material aspects with the applicable requirements of NJBC, the Securities Act and the Exchange Act. (f) Each of the Company The information supplied by any party for inclusion in another party's Other Filing will be true and Parent shall use its reasonable best efforts to cause to be delivered to the other party a letter of its independent auditors, dated (i) the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed to the other party, correct in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Form S-4all material respects.

Proxy Statement. (a) As promptly as reasonably practicable following after the date execution of this Agreement, and in any event within forty (i40) days following the Company and Parent shall prepare a proxy statement to be sent to the stockholders of the Company and Parent in connection with the Company Stockholder Meeting and the Parent Stockholder Meeting (such proxy statementdate hereof, as amended or supplemented, the “Proxy Statement/Prospectus”), and (ii) Parent (and, if necessary, New Diamond) Seller shall prepare and file with the SEC Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 proxy statement, together with a form of proxy, relating to the Seller Stockholders’ Meeting (as defined below) (together with all any amendments or supplements thereto, the “Form S-4”)"Proxy Statement") and shall use its commercially reasonable efforts to have the Proxy Statement cleared by the SEC. Each of Seller and Buyer shall use its commercially reasonable efforts to respond to any comments made by the SEC and, in which if required, to amend or supplement the Proxy Statement/Prospectus will be included . Each of Seller and Buyer shall furnish all information concerning it and the holders of its capital stock as a prospectus, the other party may reasonably request in connection with the registration under the Securities Act of the New Diamond shares to be issued to the stockholders of the Company in connection with the Diamond Merger such actions and the Parent Shares to be issued to the stockholders of New Diamond in connection with the payment of the aggregate Stock Consideration. Parent, New Diamond and the Company will cooperate with each other in the preparation of the Proxy Statement/Prospectus and Form S-4. Without limiting As promptly as practicable after the generality execution of this Agreement, Seller shall mail the Proxy Statement to its stockholders. Notwithstanding the foregoing, each of ParentSeller shall not mail the Proxy Statement, New Diamond and the Company will provide the other or any amendment or supplement thereto, without (i) providing Buyer with a reasonable opportunity to review drafts ofand comment thereon and (ii) including therein any comments reasonably proposed by Buyer. Seller’s Board of Directors shall recommend approval of this Agreement and the transactions contemplated herein by Seller’s stockholders, and revisions to, the Proxy Statement shall contain such recommendation. Seller will provide Buyer with copies of all correspondence between Seller (or its Representatives) and the SEC relating to the Proxy Statement/Prospectus and Form S-4 prepared by such party, and shall use its reasonable best efforts to furnish to the other party information relating to it and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4. All of the parties hereto shall cause the Proxy Statement/Prospectus and Form S-4 to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act and (iii) the rules and regulations of the NYSE and the PCX. The Company or New Diamond, as appropriate, shall provide audited financial statements for inclusion in the Proxy Statement/Prospectus and Form S-4 as and to the extent required under applicable Law and SEC regulations. (b) Each of Buyer and Seller shall promptly inform the Company and Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act and the Securities Act until such time. The Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed other party if, at any time prior to the Company’s stockholdersSeller Stockholders’ Meeting, and Parent shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to any information, event or circumstance should be mailed to Parent’s stockholders, set forth in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, and the Company shall furnish all information concerning the Company and the holders of the Company Shares as may be reasonably requested in connection with any such action. (c) No filing of, or amendment or supplement to, the Form S-4 will be made by New Diamond or Parent, and no filing of, or an amendment or supplement to the Proxy Statement/ Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel a reasonable opportunity to review and comment thereonStatement. (d) Each of the parties agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement/Prospectus or the Form S-4 will, at the date such document is first mailed to the stockholders of the relevant party and at the time of such party’s meeting of stockholders relating to the Mergers, 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. For purposes of the foregoing, it is understood and agreed that information concerning or related to the Company or any Company Subsidiary will be deemed to have been supplied by the Company and information concerning or related to Parent or Acquisition Sub will be deemed to have been supplied by Parent. (e) Each of Parent and the Company agree to correct any information provided by it for use in the Proxy Statement/Prospectus or Form S-4 which shall have become false or misleading. The parties shall as soon as reasonably practicable notify each other of the receipt of any comments from or other correspondence with the SEC staff with respect to the Proxy Statement/Prospectus or Form S-4 and any request by the SEC for any amendment to the Proxy Statement/Prospectus or Form S-4 or for additional information (and promptly deliver a copy of such comments, correspondence or request to each other). Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Shares issuable in connection with the Mergers for offering or sale in any jurisdiction. (f) Each of the Company and Parent shall use its reasonable best efforts to cause to be delivered to the other party a letter of its independent auditors, dated (i) the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed to the other party, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Form S-4.

Proxy Statement. (a) As promptly The Company agrees to use its commercially reasonable efforts to prepare and file with the SEC as reasonably soon as practicable following the date of this Agreement, (i) the Company and Parent shall prepare a proxy statement to be sent to the stockholders holders of the Company and Parent Common Stock in connection with a meeting of holders of the Common Stock (including any adjournment or postponement thereof, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company Stockholder Meeting and in its reasonable determination may present at the Parent Stockholder Stockholders Meeting (such proxy statement, as amended or supplemented, the “Proxy Statement/Prospectus”), and (ii) Parent (and, if necessary, New Diamond) . The Proxy Statement shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Form S-4”), in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the New Diamond shares to be issued to the stockholders of the Company in connection with the Diamond Merger and the Parent Shares to be issued to the stockholders of New Diamond in connection with the payment of the aggregate Stock Consideration. Parent, New Diamond and the Company will cooperate with each other in the preparation of the Proxy Statement/Prospectus and Form S-4. Without limiting the generality of the foregoing, each of Parent, New Diamond and the Company will provide the other with a reasonable opportunity to review drafts of, and revisions to, the Proxy Statement/Prospectus and Form S-4 prepared by such party, and shall use its reasonable best efforts to furnish to the other party information relating to it and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4. All of the parties hereto shall cause the Proxy Statement/Prospectus and Form S-4 to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act and (iii) the rules and regulations of the NYSE and the PCX. The Company or New Diamond, as appropriate, shall provide audited financial statements for inclusion in the Proxy Statement/Prospectus and Form S-4 as and to the extent required under applicable Law and SEC regulations. (b) Each of the Company and Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act and the Securities Act until rules and regulations thereunder. The Company will, (1) at least five (5) Business Days prior to the initial anticipated filing of the Proxy Statement or any amendment or supplement thereto (or, in the case of an amendment, 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 timedocuments proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders, and Parent shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Parent’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent and New Diamond shall also take (A) clear any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, and the Company shall furnish all information concerning the Company and the holders of the Company Shares as may be reasonably requested in connection with any such action. (c) No filing of, or amendment or supplement to, the Form S-4 will be made by New Diamond or Parent, and no filing of, or amendment or supplement to the Proxy Statement/ Prospectus will be made comments provided by the Company or Parent, in each case, without providing the other party and its respective counsel a reasonable opportunity to review and comment thereon. (d) Each of the parties agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement/Prospectus or the Form S-4 will, at the date such document is first mailed to the stockholders of the relevant party and at the time of such party’s meeting of stockholders relating to the Mergers, 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. For purposes of the foregoing, it is understood and agreed that information concerning or related to the Company or any Company Subsidiary will be deemed to have been supplied by the Company and information concerning or related to Parent or Acquisition Sub will be deemed to have been supplied by Parent. (e) Each of Parent and the Company agree to correct any information provided by it for use in the Proxy Statement/Prospectus or Form S-4 which shall have become false or misleading. The parties shall as soon as reasonably practicable notify each other of the receipt of any comments from or other correspondence with the SEC staff with respect to the Proxy Statement/Prospectus Statement as promptly as reasonably practicable after receipt thereof, and (B) mail or Form S-4 otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to the holders of the Company’s Common Stock promptly after, and any request by hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC for any amendment if 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/Prospectus or Form S-4 or for additional information (and promptly deliver a copy . The board of such comments, correspondence or request to each other). Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Shares issuable in connection with the Mergers for offering or sale in any jurisdiction. (f) Each directors of the Company and Parent shall use its reasonable best efforts to cause to be delivered not withdraw, qualify or modify in a manner adverse to the other party Noteholders, or publicly propose to withdraw, qualify or modify in a letter of its independent auditors, dated (i) the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed manner adverse to the other partyNoteholders, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to its recommendation of the Form S-4Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholders.

Proxy Statement. (a) As promptly as reasonably practicable Promptly following the date of this Agreement, Seller shall, and shall use Best Efforts to cause its Representatives and Affiliates to: (i) the Company furnish to Buyer and Parent shall prepare a proxy statement to be sent to the stockholders its Representatives all of the Company information regarding Seller, the Purchased Business, the Purchased Assets and Parent the Assumed Liabilities (such information, the “Seller Disclosure Information”) that Buyer may reasonably request in connection with the Company Stockholder Meeting and preparation of the Parent Stockholder Meeting (such proxy statement, as amended or supplemented, the “Proxy Statement/Prospectus”), Statement and (ii) Parent cooperate with Buyer and its Representatives and Affiliates in the preparation of pro forma financial information required to be included, or reasonably requested by Buyer for inclusion, in the Proxy Statement. As promptly as reasonably practicable after Buyer’s receipt from Seller of all Seller Disclosure Information, Buyer shall prepare and cause the Proxy Statement to be filed with the SEC. Buyer shall use Best Efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. (andb) Buyer shall promptly: (i) notify Seller upon the receipt of any comments or requests for additional information from the SEC relating to the Proxy Statements; (ii) promptly respond to any such comments or requests for additional information following the receipt of any such comments or requests; and (iii) provide Seller with copies of correspondence between Buyer and its Representatives, if necessaryon the one hand, New Diamondand the SEC and its staff, on the other hand, with respect to the Proxy Statement. Seller shall promptly furnish to Buyer any Seller Disclosure Information reasonably requested by Buyer in connection with its response to any such comments. (c) Prior to the filing or mailing of the Proxy Statement, or responding to any comments or requests for information from the SEC, Buyer shall provide Seller with the opportunity to review and comment on any drafts of the Proxy Statement and related correspondence and filings. (d) If at any time prior to the Buyer Stockholders’ Meeting any event shall occur, or fact or information shall be discovered by Buyer, that is required to be set forth in an amendment of or a supplement to the Proxy Statement, Buyer shall, in accordance with the procedures set forth in this Section 5.9, prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Form S-4”), in which the Proxy Statement/Prospectus will be included such amendment or supplement as a prospectus, in connection with the registration under the Securities Act of the New Diamond shares soon thereafter as is reasonably practicable and cause such amendment or supplement to be issued distributed to the stockholders of the Company in connection with the Diamond Merger and the Parent Shares to be issued to the stockholders of New Diamond in connection with the payment of the aggregate Stock Consideration. Parent, New Diamond and the Company will cooperate with each other in the preparation of the Proxy Statement/Prospectus and Form S-4. Without limiting the generality of the foregoing, each of Parent, New Diamond and the Company will provide the other with a reasonable opportunity to review drafts of, and revisions to, the Proxy Statement/Prospectus and Form S-4 prepared by such party, and shall use its reasonable best efforts to furnish to the other party information relating to it and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4. All of the parties hereto shall cause the Proxy Statement/Prospectus and Form S-4 to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act and (iii) the rules and regulations of the NYSE and the PCX. The Company or New Diamond, as appropriate, shall provide audited financial statements for inclusion in the Proxy Statement/Prospectus and Form S-4 as Buyer if and to the extent required under applicable Law and SEC regulations. (b) Each of the Company and Parent shall use reasonable best efforts by any Legal Requirement. Seller agrees to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and furnish to maintain the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act and the Securities Act until such time. The Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders, and Parent shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Parent’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, and the Company shall furnish Buyer all information concerning the Company Seller and the holders of the Company Shares its Affiliates as may be reasonably requested in connection with the foregoing. If any such action. (c) No filing ofevent relating to any of Seller Disclosure Information occurs, or amendment or supplement toif Seller becomes aware of any Seller Disclosure Information, the Form S-4 will that should be made by New Diamond or Parent, and no filing of, or disclosed in an amendment or supplement to the Proxy Statement/ Prospectus will be made by Statement, then Seller shall promptly inform Buyer thereof and shall cooperate with Buyer in filing such amendment or supplement with the Company or Parent, in each case, without providing the other party and its respective counsel a reasonable opportunity to review and comment thereon. (d) Each of the parties agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement/Prospectus or the Form S-4 will, at the date such document is first mailed to the stockholders of the relevant party and at the time of such party’s meeting of stockholders relating to the Mergers, 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. For purposes of the foregoing, it is understood and agreed that information concerning or related to the Company or any Company Subsidiary will be deemed to have been supplied by the Company and information concerning or related to Parent or Acquisition Sub will be deemed to have been supplied by ParentSEC. (e) Each of Parent and the Company agree to correct any information provided by it for use in Buyer shall cause the Proxy Statement/Prospectus or Form S-4 which shall have become false or misleading. The parties shall Statement to be mailed to Buyer’s stockholders as soon promptly as reasonably practicable notify each other of the receipt of any comments from or other correspondence with after the SEC staff with respect to notifies Buyer that it has no further comments on the preliminary Proxy Statement/Prospectus or Form S-4 and any request by the SEC for any amendment to the Proxy Statement/Prospectus or Form S-4 or for additional information (and promptly deliver a copy of such comments, correspondence or request to each other). Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Shares issuable in connection with the Mergers for offering or sale in any jurisdiction. (f) Each of the Company and Parent shall use its reasonable best efforts to cause to be delivered to the other party a letter of its independent auditors, dated (i) the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed to the other party, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Form S-4.

Proxy Statement. (a) As promptly as reasonably practicable following For the date of this Agreement, purpose (i) the Company and Parent shall prepare of holding a proxy statement to be sent to the stockholders meeting of the Company and Parent in connection with shareholders of NM to approve the Company Stockholder Meeting and the Parent Stockholder Meeting (such proxy statement, as amended or supplemented, the “Proxy Statement/Prospectus”), and (ii) Parent (and, if necessary, New Diamond) shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Form S-4”), in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the New Diamond shares to be issued to the stockholders of the Company in connection with the Diamond Merger and the Parent Shares to be issued to New Articles, the stockholders of New Diamond in connection with the payment of the aggregate Stock Consideration. Parent, New Diamond and the Company will parties hereto shall cooperate with each other in the preparation of the an appropriate Proxy Statement/Prospectus and Form S-4. Without limiting the generality of the foregoing, each of Parent, New Diamond and the Company will provide the other with a reasonable opportunity to review drafts of, and revisions to, the Proxy Statement/Prospectus and Form S-4 prepared by such party, and which shall use its reasonable best efforts to furnish to the other party information relating to it and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4. All of the parties hereto shall cause the Proxy Statement/Prospectus and Form S-4 to comply as to form and substance as to such party in satisfy all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act and (iii) the rules and regulations of the NYSE and the PCX. The Company or New Diamond, as appropriate, shall provide audited financial statements for inclusion in the Proxy Statement/Prospectus and Form S-4 as and to the extent required under applicable Law and SEC regulations. (b) Each of the Company and Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act and the Securities Act until rules and regulations thereunder (such time. The Company proxy statement, together with any and all amendments or supplements thereto, being herein referred to as the "Proxy Statement"). (b) MJK shall use its reasonable best efforts furnish such information concerning MJK and the MJK Subsidiaries as is necessary in order to cause the Proxy Statement/Prospectus , insofar as it relates to MJK, the MJK Subsidiaries and MJK securities, to be mailed prepared in accordance with Section 6.4(a). MJK agrees promptly to advise NM if at any time prior to the Company’s stockholdersNM shareholders' meeting any information provided by MJK in the Proxy Statement becomes incorrect or incomplete in any material respect, and Parent shall use its reasonable best efforts to cause provide NM the Proxy Statement/Prospectus information needed to be mailed to Parent’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, and the Company shall furnish all information concerning the Company and the holders of the Company Shares as may be reasonably requested in connection with any correct such actioninaccuracy or omission. (c) No filing of, or amendment or supplement to, the Form S-4 will be made by New Diamond or Parent, NM shall use all reasonable efforts to promptly prepare and no filing of, or amendment or supplement to submit the Proxy Statement/ Prospectus will be made by Statement with the Company or Parent, in each case, without providing SEC and the other party NASD. NM shall use reasonable efforts to file the definitive Proxy Statement at the earliest practicable date. NM agrees to provide MJK and its respective counsel a with reasonable opportunity to review and comment thereonon the Proxy Statement and any amendment thereto before filing with the SEC or any other governmental entity and agrees not to make such filing if MJK and its counsel reasonably object to the completeness or accuracy of any information contained therein. MJK authorizes NM to utilize in the Proxy Statement the information concerning MJK, the MJK Subsidiaries and MJK securities provided to NM for the purpose of inclusion in the Proxy Statement. NM shall advise MJK promptly when the definitive Proxy Statement has been filed and shall furnish MJK with copies of all such documents. (d) Each of the parties agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement/Prospectus or the Form S-4 will, at the date such document is first mailed to the stockholders of the relevant party NM shall bear all printing and at the time of such party’s meeting of stockholders relating to the Mergers, 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. For purposes of the foregoing, it is understood and agreed that information concerning or related to the Company or any Company Subsidiary will be deemed to have been supplied by the Company and information concerning or related to Parent or Acquisition Sub will be deemed to have been supplied by Parent. (e) Each of Parent and the Company agree to correct any information provided by it for use in the Proxy Statement/Prospectus or Form S-4 which shall have become false or misleading. The parties shall as soon as reasonably practicable notify each other of the receipt of any comments from or other correspondence with the SEC staff with respect to the Proxy Statement/Prospectus or Form S-4 and any request by the SEC for any amendment to the Proxy Statement/Prospectus or Form S-4 or for additional information (and promptly deliver a copy of such comments, correspondence or request to each other). Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Shares issuable mailing costs in connection with the Mergers for offering or sale in any jurisdiction. (f) Each preparation and mailing of the Company Proxy Statement to NM shareholders. MJK and Parent NM shall use its reasonable best efforts to cause to be delivered to the other party a letter of its independent auditors, dated (i) the date on which the Form S-4 shall become effective each bear their own legal and (ii) the Closing Date, and addressed to the other party, in form and substance customary for “comfort” letters delivered by independent public accountants accounting expenses in connection with registration statements similar to the Form S-4Proxy Statement.

Proxy Statement. (a) As promptly as reasonably practicable Promptly following the date of this Agreement, (i) the Company Seller Parties and Parent shall prepare shall, except as otherwise provided for herein, cooperate in preparing a proxy statement to be sent to or information statement that meets the stockholders requirements of the Company and Parent in connection Exchange Act (together with the Company Stockholder Meeting and the Parent Stockholder Meeting (such proxy statement, as amended any amendments thereof or supplementedsupplements thereto, the “Proxy Statement/Prospectus”), ) to seek adoption and (ii) Parent (and, if necessary, New Diamond) shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Form S-4”), in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act approval of the New Diamond shares to be issued to Parent Amendment and the stockholders approval of the Company in connection with the Diamond Merger and the Parent Shares to be issued to the stockholders of New Diamond in connection with the payment of the aggregate Stock ConsiderationIssuance by Parent’s stockholders. Parent, New Diamond and the Company will cooperate with each other in the preparation of the Proxy Statement/Prospectus and Form S-4. Without limiting the generality of the foregoing, each of Parent, New Diamond and the Company will provide the other with a reasonable opportunity to review drafts of, and revisions to, the Proxy Statement/Prospectus and Form S-4 prepared by such party, and Parent shall use its commercially reasonable best efforts to furnish to the other party information relating to it and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4. All of the parties hereto shall cause the Proxy Statement/Prospectus and Form S-4 to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act and (iii) the rules and regulations of the NYSE and the PCX. The Company or New Diamond, as appropriate, shall provide audited financial statements for inclusion in the Proxy Statement/Prospectus and Form S-4 as and to the extent required under applicable Law and SEC regulations. (b) Each of the Company and Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act and the Securities Act until such time. The Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders, and Parent shall use its reasonable best efforts to cause the Proxy Statement/Prospectus Statement to be mailed to Parent’s stockholders, in each case stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Actreasonably practicable. Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares in the Diamond Merger The Seller Parties and Parent Shares in the Emerald Merger, as applicable, and the Company shall furnish all information concerning the Company and the holders of the Company Shares as may be reasonably requested in connection with any such action. (c) No filing of, or amendment or supplement to, the Form S-4 will be made by New Diamond or Parent, and no filing of, or amendment or supplement to the Proxy Statement/ Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel a reasonable opportunity to review and comment thereon. (d) Each of the parties agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement/Prospectus or the Form S-4 will, at the date such document is first mailed to the stockholders of the relevant party and at the time of such party’s meeting of stockholders relating to the Mergers, 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. For purposes of the foregoing, it is understood and agreed that information concerning or related to the Company or any Company Subsidiary will be deemed to have been supplied by the Company and information concerning or related to Parent or Acquisition Sub will be deemed to have been supplied by Parent. (e) Each of Parent and the Company agree to correct any information provided by it for use in the Proxy Statement/Prospectus or Form S-4 which Statement that shall have become false or misleading. The parties shall as soon as reasonably practicable Parent will promptly notify each other the Seller Parties of the receipt of any comments from or other correspondence with the SEC staff with respect to the Proxy Statement/Prospectus or Form S-4 and any request by the SEC for any amendment to the Proxy Statement/Prospectus or Form S-4 Statement or for additional information (and promptly deliver a copy of such comments, correspondence or request to each other)information. Parent will advise shall consult with the CompanySeller Parties with respect to all filings with the SEC, promptly after it receives notice thereofincluding the Proxy Statement, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Shares issuable and all mailings to Parent’s stockholders in connection with the Mergers for offering or sale in any jurisdiction. (f) Merger, including the Proxy Statement, shall be subject to the prior review and comment by the Seller Parties, and shall be reasonably acceptable to the Seller Parties. Each of the Company and Parent shall use its reasonable best efforts to Seller Parties will furnish (or cause to be delivered furnished) to Parent the information relating to it and its Affiliates required by the Exchange Act to be set forth in the Proxy Statement. Parent agrees to use its commercially reasonable efforts, after consultation with the other parties hereto, to respond promptly to any comments made by the SEC with respect to the other party a letter of its independent auditors, dated (i) the date on which the Form S-4 shall become effective Proxy Statement and (ii) the Closing Date, any preliminary version thereof filed by it and addressed cause such Proxy Statement to be mailed to the other party, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to Parent’s stockholders at the Form S-4earliest practicable time.

Proxy Statement. (a) As promptly as reasonably practicable following after the date execution of this Agreement, (i) the Company MeriStar and Parent Interstate shall prepare a proxy statement to be sent to the stockholders of the Company and Parent in connection with the Company Stockholder Meeting and the Parent Stockholder Meeting (such proxy statement, as amended or supplemented, the “Proxy Statement/Prospectus”), and (ii) Parent (and, if necessary, New Diamond) shall jointly prepare and MeriStar shall file with the SEC a single document that will constitute (i) the proxy statement of Interstate relating to the meeting of Interstate's stockholders (the "INTERSTATE STOCKHOLDERS MEETING") to be held to consider approval and adoption of the Interstate Proposals, (ii) the proxy statement of MeriStar relating to the meeting of MeriStar's stockholders (the "MERISTAR STOCKHOLDERS Meeting") to be held to consider approval of the MeriStar Proposals and (iii) the registration statement on Form S-4 of MeriStar (together with all amendments thereto, the “Form S-4”"REGISTRATION STATEMENT"), in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the New Diamond shares Surviving Corporation Common Stock to be issued to the stockholders of the Company Interstate in connection with the Diamond Merger and the Parent Shares to be issued to the stockholders of New Diamond in connection Merger. Substantially contemporaneously with the payment of the aggregate Stock Consideration. Parent, New Diamond and the Company will cooperate with each other in the preparation filing of the Proxy Statement/Prospectus and Form S-4. Without limiting Statement with the generality SEC, copies of the foregoing, each of Parent, New Diamond Proxy Statement shall be provided to the NYSE and the Company will provide the other with a reasonable opportunity to review drafts of, NASDAQ. MeriStar and revisions to, the Proxy Statement/Prospectus and Form S-4 prepared by such party, and Interstate shall each use its reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement (the "REGISTRATION STATEMENT EFFECTIVE DATE"), MeriStar shall take all or any reasonable action required under any applicable Law in connection with the issuance of Surviving Corporation Common Stock pursuant to the Merger. Each of MeriStar and Interstate shall furnish to all information concerning MeriStar or Interstate as the other party information relating to it may reasonably request in connection with such actions and its affiliates the preparation of the definitive proxy statement forming a part of the Registration Statement (the "PROXY STATEMENT"). As promptly as necessary to prepare practicable after the Registration Statement Effective Date, the Proxy Statement/Prospectus Statement and Form S-4all associated materials (collectively, the "PROXY Materials") will be mailed to the stockholders of MeriStar and Interstate. All of the parties hereto MeriStar and Interstate shall cause the Proxy Statement/Prospectus and Form S-4 Statement to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Securities Act, (ii) the Securities Act Exchange Act, including Sections 14(a) and 14(d) thereof, (iii) the rules and regulations of the NYSE, (iv) the rules and regulations of the NASDAQ, (v) the DGCL and (vi) the MGCL. (1) The Proxy Statement shall include the unanimous and unconditional recommendation of the Board of Directors of Interstate to the stockholders of Interstate that they vote in favor of the Interstate Proposals (the "INTERSTATE BOARD RECOMMENDATION"); PROVIDED, HOWEVER, that the Board of Directors of Interstate may, at any time prior to the Effective Time, withdraw, modify or otherwise change any such recommendation pursuant to, but only in compliance with, Section 5.7(b). In addition, the Proxy Statement will include a copy of the written opinion of the Interstate Financial Advisor referred to in Section 3.18. (2) 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 MeriStar Proposals (the "MERISTAR BOARD RECOMMENDATION"); PROVIDED, HOWEVER, that the Board of Directors of MeriStar may, at any time prior to the Effective Time, withdraw, modify or otherwise change any such recommendation pursuant to but only in compliance with, Section 5.8(b). In addition, the Proxy Statement will include a copy of the written opinion of the MeriStar Financial Advisor referred to in Section 4.18. (c) No amendment or supplement to the Proxy Statement shall be made without the approval of each of MeriStar and Interstate, which approval shall not be unreasonably withheld or delayed. Each of MeriStar and Interstate shall advise the other, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the MeriStar Common Stock issuable as Surviving Corporation Common Stock in connection with the Merger for offering or sale in any 63 jurisdiction, or of any request by the SEC, the NYSE or the NASDAQ for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the PCX. SEC for additional information. (d) The Company or New Diamond, as appropriate, shall provide audited financial statements information supplied by Interstate for inclusion in the Proxy Statement/Prospectus and Form S-4 as and Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Materials (or any amendment of or supplement to the extent Proxy Materials) is first mailed to the stockholders of each of MeriStar and Interstate, (iii) the time of Interstate Stockholders Meeting, and (iv) the time of MeriStar Stockholders Meeting, contain any untrue statement of a material fact or fail to state any material fact required under applicable Law and SEC regulations. (b) Each of to be stated in the Company and Parent shall use reasonable best efforts Proxy Statement or necessary in order to have make the Form S-4 declared effective under statements in the Securities Act as promptly as practicable after such filing and Proxy Statement not misleading. If at any time prior to maintain the effectiveness of the Form S-4 through the Effective Time Time, any event or circumstance relating to Interstate or any Interstate Subsidiary, or their respective officers or directors, should be discovered by Interstate that, in Interstate's reasonable judgment after the receipt of advice from its independent legal counsel, should be set forth in an amendment or a supplement to the Proxy Statement, Interstate shall promptly inform MeriStar. All documents that Interstate is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement shall comply as to form and to ensure that it complies substance in all material respects with the applicable provisions requirements of the Exchange MGCL, the Securities Act and the Securities Act until such time. The Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders, and Parent shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Parent’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Exchange Act. Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, and the Company shall furnish all information concerning the Company and the holders of the Company Shares as may be reasonably requested in connection with any such action. (ce) No filing ofThe information supplied by MeriStar 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 amendment or supplement to, the Form S-4 will be made by New Diamond or Parent, and no filing of, or amendment of or supplement to the Proxy Statement/ Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel a reasonable opportunity to review and comment thereon. (dMaterials) Each of the parties agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement/Prospectus or the Form S-4 will, at the date such document is are first mailed to the stockholders of the relevant party each of MeriStar and at Interstate, (iii) the time of such party’s meeting the Interstate Stockholders Meeting, and (iv) the time of stockholders the MeriStar Stockholders Meeting, contain any untrue statement of a material fact or fail to state any material fact required to be stated in the Proxy Statement or necessary in order to make the statements in the Proxy Statement not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to MeriStar or any MeriStar Subsidiary, or their respective officers or directors, should be discovered by MeriStar that, in MeriStar's reasonable judgment after the Mergersreceipt of advice from its independent legal counsel, should be set forth in an amendment or a supplement to the Proxy Statement, MeriStar shall promptly inform Interstate. All documents that 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 aspects with the applicable requirements of the DGCL, the Securities Act and the Exchange Act. (f) Interstate and MeriStar shall each furnish to the other copies of any forms, reports, schedules, statements and other documents required to be filed by it under the Securities Act or the Exchange Act, which it files with the SEC on or after the date hereof, and Interstate and MeriStar, as the case may be, represents and warrants that, as of the respective dates thereof, such reports 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 the light of the circumstances under which they are were made, not misleading. For purposes Any unaudited consolidated interim financial statements included in such reports (including any related notes and schedules) will fairly present, in all material respects, the financial position of Interstate and its consolidated subsidiaries or MeriStar and its consolidated subsidiaries, as the case may be, as of the foregoing, it is understood and agreed that information concerning or related to the Company or any Company Subsidiary will be deemed to have been supplied by the Company and information concerning or related to Parent or Acquisition Sub will be deemed to have been supplied by Parent. (e) Each of Parent dates thereof and the Company agree to correct any results of operations and cash flows and other information provided by it included therein for use the periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved (except as otherwise disclosed in the Proxy Statement/Prospectus notes thereto) and subject to normal year-end adjustments that would not, individually or Form S-4 which shall have become false in the aggregate, be material in amount or misleading. The parties shall as soon as reasonably practicable notify each other of the receipt of any comments from or other correspondence with the SEC staff with respect to the Proxy Statement/Prospectus or Form S-4 and any request by the SEC for any amendment to the Proxy Statement/Prospectus or Form S-4 or for additional information (and promptly deliver a copy of such comments, correspondence or request to each other). Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Shares issuable in connection with the Mergers for offering or sale in any jurisdictioneffect. (f) Each of the Company and Parent shall use its reasonable best efforts to cause to be delivered to the other party a letter of its independent auditors, dated (i) the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed to the other party, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Form S-4.

Proxy Statement. (ai) As promptly as reasonably practicable following the date execution and delivery of this Agreement, (i) the Company Issuer shall, in accordance with this Section 6.1(a), prepare and Parent shall prepare furnish with the SEC a proxy statement to be sent to the stockholders of the Company and Parent in connection with the Company Stockholder Meeting and the Parent Stockholder Meeting Issuer (as such proxy statement, as filing is amended or supplemented, the “Proxy Statement/Prospectus”), for the purpose of soliciting proxies from holders of the Issuer’s equity securities to vote at the Special Meeting (as defined below) in favor of the Issuer Shareholder Matters. Without the prior written consent of the Purchaser, the Issuer Shareholder Matters shall be the only matters (other than procedural matters) which the Issuer shall propose to be acted on by the Issuer’s shareholders at the Special Meeting. The Issuer shall ensure that the Proxy Statement complies to form and substance with the applicable Laws and the Organizational Documents of the Issuer. The Issuer shall furnish the Proxy Statement with the SEC and cause the Proxy Statement to be mailed or otherwise given in any manner permitted by applicable Laws and the Organizational Documents of the Issuer to its shareholders of record, as of the record date to be established by the board of directors of the Issuer pursuant to Section 6.1(b) as promptly as practicable following the filing of the Proxy Statement (such date, the “Proxy Filing Date”). (ii) Parent (and, if necessary, New Diamond) shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Form S-4”), in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the New Diamond shares to be issued to the stockholders of the Company in connection with the Diamond Merger and the Parent Shares to be issued to the stockholders of New Diamond in connection with the payment of the aggregate Stock Consideration. Parent, New Diamond and the Company will cooperate with each other in In the preparation of the Proxy Statement/Prospectus and Form S-4. Without limiting , the generality Issuer will make available to the Purchaser drafts of the foregoingProxy Statement and any other documents to be filed or furnished with the SEC that relate to the transactions contemplated hereunder, each of Parent, New Diamond both preliminary and the Company will provide the other with a reasonable opportunity to review drafts offinal, and revisions to, the Proxy Statement/Prospectus and Form S-4 prepared by such party, and shall use its reasonable best efforts to furnish to the other party information relating to it and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4. All of the parties hereto shall cause the Proxy Statement/Prospectus and Form S-4 to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act and (iii) the rules and regulations of the NYSE and the PCX. The Company or New Diamond, as appropriate, shall provide audited financial statements for inclusion in the Proxy Statement/Prospectus and Form S-4 as and to the extent required under applicable Law and SEC regulations. (b) Each of the Company and Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act and the Securities Act until such time. The Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders, and Parent shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Parent’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, and the Company shall furnish all information concerning the Company and the holders of the Company Shares as may be reasonably requested in connection with any such action. (c) No filing of, or amendment or supplement to, the Form S-4 will be made by New Diamond or Parent, and no filing of, or amendment or supplement to the Proxy Statement/ Prospectus Statement or such other document and will be made by provide the Company or Parent, in each case, without providing the other party and its respective counsel Purchaser with a reasonable opportunity to review comment on such drafts and comment thereonshall consider such comments in good faith. In relation to the Transaction, the Issuer shall not file or furnish any such documents with, or respond to any comments or requests from, the SEC without the prior written consent of the Purchaser. The Issuer will advise the Purchaser promptly (and in any event within one (1) Business Day) after it receives notice thereof, of: (A) the time when the Proxy Statement has been furnished with the SEC; (B) the furnishing of any supplement or amendment to the Proxy Statement; and (C) requests by the SEC for additional information relating to the Proxy Statement, in each case of (A), (B) and (C), together with a copy of the Proxy Statement, supplement or amendment thereto, or such request, as applicable. (diii) Each of If, at any time prior to the parties agrees Closing, the Issuer discovers any information (or, pursuant to the next sentence, is informed by the Purchaser that none of the information supplied it has discovered any information) that should be set forth in an amendment or supplement to be supplied by it for inclusion or incorporation by reference in the Proxy Statement/Prospectus or the Form S-4 will, at the date such document is first mailed to the stockholders of the relevant party and at the time of such party’s meeting of stockholders relating to the Mergers, contain Statement so that it would 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 the light of the circumstances under which they are were made, not misleading. For purposes of , the foregoing, it is understood and agreed that information concerning Issuer shall promptly file or related to the Company furnish an amendment or any Company Subsidiary will be deemed to have been supplied by the Company and information concerning or related to Parent or Acquisition Sub will be deemed to have been supplied by Parent. (e) Each of Parent and the Company agree to correct any information provided by it for use in the Proxy Statement/Prospectus or Form S-4 which shall have become false or misleading. The parties shall as soon as reasonably practicable notify each other of the receipt of any comments from or other correspondence with the SEC staff with respect supplement to the Proxy Statement/Prospectus Statement describing or Form S-4 and correcting such information such that the Proxy Statement no longer contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading, and, to the extent required by applicable Laws, disseminate such amendment or supplement to the Issuer’s shareholders. If, at any request by time prior to the SEC for Closing, the Purchaser discovers any information, event or circumstance relating to itself, its business or any of its Affiliates, officers, directors or employees that should be set forth in an amendment or a supplement to the Proxy Statement/Prospectus Statement so that it would not include any untrue statement of a material fact or Form S-4 or for additional information (and 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 it shall promptly deliver a copy inform the Issuer of such commentsinformation, correspondence event or request to each other). Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Shares issuable in connection with the Mergers for offering or sale in any jurisdictioncircumstance. (f) Each of the Company and Parent shall use its reasonable best efforts to cause to be delivered to the other party a letter of its independent auditors, dated (i) the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed to the other party, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Form S-4.

Proxy Statement. (a) As promptly as reasonably practicable following after the date execution of this Agreement, (i) the Company and Parent shall prepare a proxy statement to be sent to the stockholders of the Company and Parent in connection with the Company Stockholder Meeting and the Parent Stockholder Meeting (such proxy statement, as amended or supplemented, the “Proxy Statement/Prospectus”), and (ii) Parent (and, if necessary, New Diamond) shall prepare and file with the SEC a registration proxy statement on Form S-4 relating to the Company Stockholders Meeting (together with all any amendments thereof or supplements thereto, the “Form S-4Proxy Statement”), in which the Proxy Statement/Prospectus will be included as a prospectus, in connection . The Company shall prepare and file with the registration under SEC any Other Filings as and when required or requested by the Securities Act of the New Diamond shares to be issued to the stockholders of the Company in connection with the Diamond Merger and the Parent Shares to be issued to the stockholders of New Diamond in connection with the payment of the aggregate Stock ConsiderationSEC. Parent, New Diamond and the The Company will cooperate with each other in the preparation of the Proxy Statement/Prospectus and Form S-4. Without limiting the generality of the foregoing, each of Parent, New Diamond and the Company will provide the other with a reasonable opportunity to review drafts of, and revisions to, the Proxy Statement/Prospectus and Form S-4 prepared by such party, and shall use its reasonable best efforts to furnish respond to any comments made by the SEC with respect to the other party information relating to it Proxy Statement and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4. All of the parties hereto shall cause the Proxy Statement/Prospectus and Form S-4 to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act and (iii) the rules and regulations of the NYSE and the PCX. The Company or New Diamond, as appropriate, shall provide audited financial statements for inclusion in the Proxy Statement/Prospectus and Form S-4 as and to the extent required under applicable Law and SEC regulations. (b) Each of the Company and Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act any Other Filings as promptly as practicable after such filing and to maintain the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act and the Securities Act until such time. The Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders, and Parent shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Parent’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Actreasonably practicable. Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, and the Company shall furnish all information concerning it as the Company may reasonably request in connection with such actions and the preparation of the Proxy Statement and any Other Filings. At the earliest practicable time, the Company shall file definitive proxy materials with the SEC and cause the Proxy Statement to be mailed to its stockholders. The Proxy Statement shall (subject to Section 6.6(d)) include the unanimous recommendation of the Company Board that adoption of this Agreement and approval of the Merger by the Company’s stockholders is advisable and that the Company Board has unanimously determined that the Merger is fair to, advisable and in the best interests of the Company and its stockholders. To the holders of extent permitted by applicable Law, prior to filing the preliminary proxy materials, definitive proxy materials or any other filing with the SEC or any other Governmental Entity, the Company Shares as may be reasonably requested shall provide Parent (which term shall in connection all instances in this Section 6.3 also include Parent’s counsel) with any such action. (c) No filing of, or amendment or supplement to, the Form S-4 will be made by New Diamond or Parent, and no filing of, or amendment or supplement to the Proxy Statement/ Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel a reasonable opportunity to review and comment thereonon each such filing in advance and the Company shall include in such filings all comments proposed by Parent and reasonably acceptable to Company. The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or any Other Filings of the Company or comments thereon and responses thereto or requests by the SEC for additional information. (db) Each of the parties Parent agrees that none of the information supplied or to be supplied by it Parent for inclusion or incorporation by reference in the Proxy Statement/Prospectus or the Form S-4 willStatement shall not, at (i) the date such document time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Company’s stockholders of the relevant party and at (ii) the time of such party’s meeting of stockholders relating to the MergersCompany 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 the light of the circumstances under which they are made, contained therein not misleading. For purposes If, at any time prior to the Effective Time, any event or circumstance relating to Parent or any Parent Subsidiary, or their respective officers or directors, should be discovered by Parent that should be set forth in an amendment or a supplement to the Proxy Statement or any Other Filing, Parent shall promptly inform the Company and shall promptly cooperate with the Company in the prompt filing with the SEC of any amendment or supplement to the Proxy Statement and, as required by Law, in disseminating the information contained in such amendment or supplement to the Company’s stockholders. (c) The Company agrees that the Proxy Statement (other than information supplied by Parent for inclusion in the Proxy Statement) shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Company’s stockholders and (ii) the time of the foregoingCompany Stockholders Meeting, it is understood and agreed that information concerning contain any untrue statement of a material fact or related omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company Subsidiary will Subsidiary, or their respective officers or directors, should be deemed to have been supplied discovered by the Company and information concerning that should be set forth in an amendment or related a supplement to Parent the Proxy Statement or Acquisition Sub will be deemed to have been supplied by Parent. (e) Each of Parent and any Other Filing, the Company agree to correct any information provided by it shall promptly inform Parent. All documents that the Company is responsible for use in the Proxy Statement/Prospectus or Form S-4 which shall have become false or misleading. The parties shall as soon as reasonably practicable notify each other of the receipt of any comments from or other correspondence filing with the SEC staff with respect to the Proxy Statement/Prospectus or Form S-4 and any request by the SEC for any amendment to the Proxy Statement/Prospectus or Form S-4 or for additional information (and promptly deliver a copy of such comments, correspondence or request to each other). Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Shares issuable in connection with the Mergers for offering or sale in any jurisdiction. (f) Each of the Company and Parent shall use its reasonable best efforts transactions contemplated herein will comply as to cause to be delivered to the other party a letter of its independent auditors, dated (i) the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed to the other party, in form and substance customary for “comfort” letters delivered by independent public accountants in connection all material respects with registration statements similar to the Form S-4applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws.

Proxy Statement. (a) As promptly as reasonably practicable following the date In connection with its 2017 annual meeting of this Agreementstockholders, (i) the Company and Parent shall prepare a proxy statement to be sent to the stockholders of the Company and Parent in connection with the Company Stockholder Meeting and the Parent Stockholder Meeting (such proxy statement, as amended or supplemented, the “Proxy Statement/Prospectus”), and (ii) Parent (and, if necessary, New Diamond) shall prepare and file with the SEC Commission a registration definitive proxy statement on Form S-4 (together with all amendments thereto, the “Form S-4Proxy Statement”), in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the New Diamond shares to be issued to the stockholders of the Company in connection with the Diamond Merger and the Parent Shares to be issued to the stockholders of New Diamond in connection with the payment of the aggregate Stock Consideration. Parent, New Diamond and the Company will cooperate with each other in the preparation of the Proxy Statement/Prospectus and Form S-4. Without limiting the generality of the foregoing, each of Parent, New Diamond and the Company will provide the other with a reasonable opportunity to review drafts of, and revisions to, the Proxy Statement/Prospectus and Form S-4 prepared by such party, and shall use its reasonable best efforts to furnish to the other party information relating to it and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4. All of the parties hereto shall cause the Proxy Statement/Prospectus and Form S-4 to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act and (iii) the rules and regulations of the NYSE and the PCX. The Company or New Diamond, as appropriate, shall provide audited financial statements for inclusion in the Proxy Statement/Prospectus and Form S-4 as and to the extent required under applicable Law and SEC regulations. (b) Each The Proxy Statement shall include a proposal to permit the Preferred Stock to become convertible into shares of the Company and Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act Common Stock as promptly as practicable after such filing set forth in, and to maintain the effectiveness extent permitted by the Certificate of the Form S-4 through the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act and the Securities Act until such time. The Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholdersDesignation, and Parent shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Parent’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond the Underlying Shares in upon such conversion, which issuance of shares, when aggregated with the Diamond Merger and Parent Shares in the Emerald MergerCommon Stock, as applicable, and the Company shall furnish all information concerning the Company and the holders may exceed 20% of the Company Shares as may be reasonably requested outstanding Common Stock prior to the date of this Agreement (the “Proposal”). The Proxy Statement shall include the recommendation of the Board to its stockholders that they vote in connection with any such actionfavor of adoption of the foregoing proposal. (c) No filing of, or amendment or supplement to, the Form S-4 will be made by New Diamond or Parent, and no filing of, or amendment or supplement The Company shall give counsel to the Proxy Statement/ Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel Purchasers a reasonable opportunity to review and comment thereon. (d) Each of the parties agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in on the Proxy Statement/Prospectus Statement each time before that document (or any amendment or supplement thereto) is filed with the Form S-4 willCommission, at the date and reasonable and good faith consideration shall be given to any comments made by counsel. The Company shall (i) promptly provide such document is first mailed to the stockholders of the relevant party and at the time of such party’s meeting of stockholders relating to the Mergerscounsel with any comments or other communications, contain any untrue statement of a material fact whether written or omit to state any material fact required to be stated therein or necessary in order to make the statements thereinoral, in the light of the circumstances under which they are made, not misleading. For purposes of the foregoing, it is understood and agreed that information concerning or related to the Company may receive from the Commission or any Company Subsidiary will be deemed to have been supplied by the Company and information concerning or related to Parent or Acquisition Sub will be deemed to have been supplied by Parent. (e) Each of Parent and the Company agree to correct any information provided by it for use in the Proxy Statement/Prospectus or Form S-4 which shall have become false or misleading. The parties shall as soon as reasonably practicable notify each other of the receipt of any comments from or other correspondence with the SEC its staff with respect to the Proxy Statement/Prospectus or Form S-4 and any request by the SEC for any amendment to the Proxy Statement/Prospectus or Form S-4 or for additional information (and promptly deliver a copy of such comments, correspondence or request to each other). Parent will advise the Company, Statement promptly after it receives notice thereof, receipt of the time when the Form S-4 has become effective, the issuance of any stop order those comments or the suspension of the qualification of the Parent Shares issuable in connection with the Mergers for offering or sale in any jurisdiction. (f) Each of the Company and Parent shall use its reasonable best efforts to cause to be delivered to the other party a letter of its independent auditors, dated (i) the date on which the Form S-4 shall become effective communications and (ii) provide such counsel with a reasonable opportunity to participate in the Closing Dateresponse to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating in any discussions or meetings with the Commission. Thereafter, the Company shall promptly respond to such comments and addressed to file any amendments thereto. (d) If the other partystockholders do not approve such Proposal at the 2017 annual meeting of stockholders, in form and substance customary for “comfort” letters delivered by independent public accountants then in connection with registration statements similar each subsequent annual meeting of stockholders until the Proposal is approved by the Company’s stockholders, the Company shall prepare and file with the Commission a definitive proxy statement which includes the Proposal, and give Purchasers’ counsel opportunity to the Form S-4review and comment on such definitive proxy statement as set forth in subsection (c) above.

Proxy Statement. (aA) As promptly as reasonably practicable following The Parties hereto will cooperate in the date preparation and filing with the Securities and Exchange Commission ("SEC"), the Department of this AgreementBanking of the Commonwealth of Pennsylvania ("Banking Department"), and the Federal Deposit Insurance Corporation (i) "FDIC"), the Company and Parent shall prepare a proxy statement to be sent to the stockholders of the Company and Parent distributed in connection with the Company Stockholder First Harrisburg Shareholders' Meeting and the Parent Stockholder ▇▇▇▇▇▇ Shareholders' Meeting (such proxy statementas amended from time to time, the "Proxy Statement") in order to consummate the transactions contemplated hereby as soon as reasonably practicable and to satisfy all applicable requirements under the Securities Exchange Act of 1934, as amended or supplemented("Securities Exchange Act"), the “Proxy Statement/Prospectus”)rules and regulations thereunder, and (ii) Parent (and, if necessary, New Diamond) shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Form S-4”), in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the New Diamond shares to be issued to the stockholders of the Company in connection with the Diamond Merger and the Parent Shares to be issued to the stockholders of New Diamond in connection with the payment of the aggregate Stock Consideration. Parent, New Diamond and the Company will cooperate with each other in the preparation of the Proxy Statement/Prospectus and Form S-4. Without limiting the generality of the foregoing, each of Parent, New Diamond and the Company will provide the other with a reasonable opportunity to review drafts of, and revisions to, the Proxy Statement/Prospectus and Form S-4 prepared by such party, and shall use its reasonable best efforts to furnish to the other party information relating to it and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4. All of the parties hereto shall cause the Proxy Statement/Prospectus and Form S-4 to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act and (iii) the rules and regulations of the NYSE Banking Department and the PCX. The Company or New Diamond, as appropriate, shall provide audited financial statements for inclusion in the Proxy Statement/Prospectus and Form S-4 as and to the extent required under applicable Law and SEC regulationsFDIC. (bB) Each of the Company ▇▇▇▇▇▇ and Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act ▇▇▇▇▇▇ Acquisition will furnish such information concerning ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Acquisition as promptly as practicable after such filing and to maintain the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies is necessary in all material respects with the applicable provisions of the Exchange Act and the Securities Act until such time. The Company shall use its reasonable best efforts order to cause the Proxy Statement/Prospectus , insofar as it relates to be mailed ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Acquisition, to comply with Section 1(i)(A) above. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Acquisition agree promptly to advise First Harrisburg if at any time prior to the Company’s stockholdersFirst Harrisburg Shareholders' Meeting any information provided by it in the Proxy Statement becomes incorrect or incomplete in any material respect and to provide First Harrisburg with the information needed to correct such inaccuracy or omission. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Acquisition will furnish First Harrisburg with such supplemental information as may be necessary in order to cause such Proxy Statement, insofar as it relates to ▇▇▇▇▇▇ and Parent shall use its reasonable best efforts ▇▇▇▇▇▇ Acquisition, to comply with Section 1(i)(A) above after the mailing thereof to First Harrisburg shareholders. (C) First Harrisburg will furnish ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Acquisition with such information concerning First Harrisburg on a consolidated basis as is necessary in order to cause the Proxy Statement/Prospectus , insofar as it relates to be mailed First Harrisburg on a consolidated basis, to Parent’s stockholders, in each case as comply with Section 1(i)(A) above. First Harrisburg agrees promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent to advise ▇▇▇▇▇▇ and New Diamond shall also take ▇▇▇▇▇▇ Acquisition if at any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, and the Company shall furnish all information concerning the Company and the holders of the Company Shares as may be reasonably requested in connection with any such action. (c) No filing of, or amendment or supplement to, the Form S-4 will be made by New Diamond or Parent, and no filing of, or amendment or supplement to the Proxy Statement/ Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel a reasonable opportunity to review and comment thereon. (d) Each of the parties agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement/Prospectus or the Form S-4 will, at the date such document is first mailed to the stockholders of the relevant party and at the time of such party’s meeting of stockholders relating to the Mergers, 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. For purposes of the foregoing, it is understood and agreed that information concerning or related to the Company or any Company Subsidiary will be deemed to have been supplied by the Company and information concerning or related to Parent or Acquisition Sub will be deemed to have been supplied by Parent. (e) Each of Parent and the Company agree to correct any information provided by it for use in the Proxy Statement/Prospectus Statement becomes incorrect or Form S-4 which shall have become false or misleading. The parties shall as soon as reasonably practicable notify each other of the receipt of incomplete in any comments from or other correspondence material respect and to provide ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Acquisition with the SEC staff information needed to correct such inaccuracy or omission. First Harrisburg will furnish ▇▇▇▇▇▇ with respect such supplemental information as may be necessary in order to cause the Proxy Statement/Prospectus or Form S-4 and any request by , insofar as it relates to First Harrisburg, to comply with Section 1(i)(A) above after the SEC for any amendment mailing thereof to the Proxy Statement/Prospectus or Form S-4 or for additional information (and promptly deliver a copy of such comments, correspondence or request to each other). Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Shares issuable in connection with the Mergers for offering or sale in any jurisdiction▇▇▇▇▇▇ shareholders. (f) Each of the Company and Parent shall use its reasonable best efforts to cause to be delivered to the other party a letter of its independent auditors, dated (i) the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed to the other party, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Form S-4.

Proxy Statement. (a) As If required by Nasdaq Listing Rules for the issuance of the Parent Shares, including, but not limited to Listing Rule 5635, as promptly as reasonably practicable following after the date of this Agreement, (i) the Company and Parent shall prepare a proxy statement to be sent to the stockholders of the Company and Parent in connection with the Company Stockholder Meeting and the Parent Stockholder Meeting (such proxy statement, as amended or supplemented, the “Proxy Statement/Prospectus”)hereof, and (ii) in consultation with Vendors’ Representative, Parent (and, if necessary, New Diamond) shall prepare and file with the SEC a registration proxy statement on Form S-4 (as amended or supplemented from time to time, the “Proxy Statement”) calling a special meeting of Parent’s stockholders (the “Stockholder Meeting”) in accordance with its certificatearticles of incorporation and by-laws seeking the approval of the Parent’s stockholders of Parent for the transactions contemplated by this Agreement and the other Transaction Documents, and the Corporation and the Vendors’ Representation shall use their commercially reasonable efforts to obtain and furnish to Parent any financial and other information about the Corporation required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder to be included in the Proxy Statement all in accordance with and as required by Parent’s certificatearticles of incorporation and by-laws, applicable Law and any applicable rules and regulations of the SEC and Nasdaq. In connection with the Proxy Statement, Parent will also file with the SEC all financial and other information about Parent, the Corporation and the transactions contemplated by this Agreement and the other Transaction Documents in accordance with applicable proxy solicitation rules set forth in Parent’s certificatearticles of incorporation and by-laws, applicable lawLaw and any applicable rules and regulations of the SEC and Nasdaq (such Proxy Statement, together with all any additional soliciting materials, supplements, amendments and/or exhibits thereto, the “Form S-4Proxy Documents”), . Except with respect to the financial and other information provided by or on behalf of the Corporation for inclusion in which the Proxy Statement/Prospectus will be included as a prospectusDocuments, in connection with the registration under the Securities Act of the New Diamond shares to be issued to the stockholders of the Company in connection with the Diamond Merger and the Parent Shares to be issued to the stockholders of New Diamond in connection with the payment of the aggregate Stock Consideration. Parentshall ensure that, New Diamond and the Company will cooperate with each other in the preparation of the Proxy Statement/Prospectus and Form S-4. Without limiting the generality of the foregoing, each of Parent, New Diamond and the Company will provide the other with a reasonable opportunity to review drafts of, and revisions towhen filed, the Proxy Statement/Prospectus Statement and Form S-4 prepared by such party, and shall use its reasonable best efforts to furnish to the other party information relating to it and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4. All of the parties hereto shall cause the Proxy Statement/Prospectus and Form S-4 to Documents will comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act and (iii) the rules and regulations promulgated thereunder. Parent shall cause the Proxy Documents to be disseminated as promptly as practicable after receiving clearance from the SEC to Parent’s equity holders as and to the extent such dissemination is required by U.S. federal securities laws and the rules and regulations of the NYSE SEC and Nasdaq promulgated thereunder or otherwise (the PCX“Federal Securities Laws”). The Company or New Diamond, as appropriate, shall provide audited financial statements Subject to any information provided for inclusion in therein by the Corporation, Parent shall cause the Proxy Statement/Prospectus and Form S-4 as and Documents to the extent required under applicable Law and SEC regulations. (b) Each of the Company and Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies comply in all material respects with the applicable provisions Federal Securities Laws. Parent shall provide copies of the Exchange Act and the Securities Act until such time. The Company shall use its reasonable best efforts to cause proposed forms of the Proxy Statement/Prospectus to be mailed to the Company’s stockholders, and Parent shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Parent’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, and the Company shall furnish all information concerning the Company and the holders of the Company Shares as may be reasonably requested in connection with any such action. Documents (c) No filing of, or amendment or supplement to, the Form S-4 will be made by New Diamond or Parent, and no filing of, or amendment or supplement to the Proxy Statement/ Prospectus will be made by the Company or Parentincluding, in each case, without providing any amendments or supplements thereto) to the other party Corporation such that the Corporation and its respective counsel Representatives are afforded a reasonable opportunity amount of time prior to the dissemination or filing thereof to review such material and comment thereon. (d) Each thereon prior to such dissemination or filing, and Parent shall reasonably consider in good faith any comments of the parties agrees that none Corporation and its Representatives. Parent shall respond promptly to any comments of the information supplied SEC or its staff with respect to be supplied by it for inclusion or incorporation by reference in the Proxy Statement/Prospectus or the Form S-4 will, at the date such document is first mailed to the stockholders of the relevant party Documents and at the time of such party’s meeting of stockholders relating to the Mergers, 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. For purposes of the foregoing, it is understood and agreed that information concerning or related to the Company or any Company Subsidiary will be deemed to have been supplied by the Company and information concerning or related to Parent or Acquisition Sub will be deemed to have been supplied by Parent. (e) Each of Parent and the Company agree to promptly correct any information provided by it for use in the Proxy Statement/Prospectus or Form S-4 which Documents if and to the extent that such information shall have become false or misleadingmisleading in any material respect or as otherwise required by the Federal Securities Laws. The parties Parent shall amend or supplement the Proxy Documents and cause the Proxy Documents, as soon as reasonably practicable notify each other of the receipt of any comments from so amended or other correspondence supplemented, to be filed with the SEC and to be disseminated to the Parent stockholders of Parent, in each case as and to the extent required by the Federal Securities Laws and subject to the terms and conditions of this Agreement and Parent’s certificatearticles of incorporation and by-laws. Parent shall provide the Corporation and its Representatives with copies of any written comments, and shall inform them of any material oral comments, that Parent or any of its Representatives receive from the SEC or its staff with respect to the Proxy Statement/Prospectus Documents promptly after the receipt of such comments and shall give the Corporation a reasonable opportunity under the circumstances to review and comment on any proposed written or Form S-4 and any request by material oral responses to such comments. As promptly as reasonably practicable after the Proxy Statement has “cleared” comments from the SEC, Parent shall cause the definitive Proxy Statement to be filed with the SEC for any amendment and disseminated to Parent stockholders, and shall duly call, give notice of, convene and hold the Proxy Statement/Prospectus Stockholder Meeting. On or Form S-4 or for additional information (and promptly deliver a copy of such commentsbefore July 15, correspondence or request to each other). 2019, Parent will shall advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Corporation in writing if Parent Shares issuable in connection with the Mergers for offering or sale in any jurisdictionStockholder Approval and/or a Stockholder Meeting is required pursuant to this Agreement. (f) Each of the Company and Parent shall use its reasonable best efforts to cause to be delivered to the other party a letter of its independent auditors, dated (i) the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed to the other party, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Form S-4.

Proxy Statement. (a) As promptly as reasonably practicable following after the date of this Agreementhereof (and in any event within twenty (20) Business Days after the date hereof), (i) the Company and Parent shall prepare a proxy statement to be sent to the stockholders of the Company and Parent in connection with the Company Stockholder Meeting and the Parent Stockholder Meeting (such proxy statement, as amended or supplemented, the “Proxy Statement/Prospectus”), and (ii) Parent (and, if necessary, New Diamond) shall prepare and file with the SEC a registration preliminary proxy statement on Form S-4 relating to the Stockholders Meeting (together with all any amendments thereof or supplements thereto, the “Form S-4Proxy Statement”), in which and each of the Proxy Statement/Prospectus will be included as a prospectusCompany and Parent shall, or shall cause their respective Affiliates to, prepare and file with the SEC all other documents required by the Exchange Act in connection with the registration under the Securities Act of the New Diamond shares to be issued to the stockholders of the Company in connection with the Diamond Merger and the other transactions contemplated hereby, and Parent Shares to be issued to the stockholders of New Diamond in connection with the payment of the aggregate Stock Consideration. Parent, New Diamond and the Company will shall cooperate with each other in connection with the preparation of the Proxy Statement/Prospectus Statement and Form S-4any such other filings. Without limiting the generality of the foregoing, each of Parent, New Diamond and the Company will provide the other with a reasonable opportunity to review drafts of, and revisions toExcept as permitted by Section 5.2, the Proxy Statement/Prospectus and Form S-4 prepared by such partyStatement shall include the Company Recommendation; provided, and that if the Company Board shall use its reasonable best efforts to furnish have effected a Change of Recommendation in accordance with Section 5.2, then in submitting this Agreement to the other party information relating Company’s stockholders, the Company Board may submit this Agreement to it and the Company’s stockholders without the Company Recommendation, in which event the Company Board may communicate the basis for its affiliates as necessary lack of recommendation to prepare the Company’s stockholders in the Proxy Statement/Prospectus Statement or an appropriate amendment thereof or supplement thereto. Parent agrees to provide or cause to be provided all information with respect to itself, its Affiliates and Form S-4. All of their respective Representatives as may be reasonably requested by the parties hereto shall cause the Proxy Statement/Prospectus and Form S-4 to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act and (iii) the rules and regulations of the NYSE and the PCX. The Company or New Diamond, as appropriate, shall provide audited financial statements for inclusion in the Proxy Statement/Prospectus Statement and Form S-4 as and to the extent required under applicable Law and SEC regulationsany such other filings. (b) Each of the Company and Parent Party shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and to maintain notify the effectiveness other Parties of the Form S-4 through receipt of any comments of the Effective Time SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall as promptly as reasonably practicable provide to ensure that it complies in the other Party copies of all material respects written correspondence with the applicable provisions of SEC with respect to the Exchange Act and Proxy Statement or the Securities Act until such timetransactions contemplated hereby. The Company shall use its reasonable best efforts to (i) promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC and to make any amendments or filings as may be necessary in connection therewith and (ii) have the Proxy Statement cleared by the SEC staff as soon as reasonably practical after such filing. The Company shall cause the definitive Proxy Statement to be mailed as promptly as reasonably practicable after the date that the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement/Prospectus to be mailed to the Company’s stockholders, and Parent shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Parent’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, and the Company shall furnish all information concerning the Company and the holders of the Company Shares as may be reasonably requested in connection with any such action. (c) No Subject to applicable Law, prior to filing ofor mailing the Proxy Statement or filing any other required filings (or, or in each case, any amendment thereof or supplement tothereto) or responding to any comments of the SEC with respect thereto, the Form S-4 will Company shall provide Parent with an opportunity to review and comment on (which comments shall be made promptly) such document or response and shall consider in good faith including in such document or response such comments reasonably proposed by New Diamond or Parent. (d) If, and no filing of, or amendment or supplement at any time prior to the Proxy Statement/ Prospectus will be made by receipt of the Stockholder Approval, any information relating to the Company or Parent, or any of their respective Affiliates, should be discovered by the Company or Parent which, in each case, without providing the other party and its respective counsel a reasonable opportunity to review and comment thereon. (d) Each judgment of the parties agrees that none of Company or Parent, as the information supplied case may be, should be set forth in an amendment of, or to be supplied by it for inclusion or incorporation by reference in a supplement to, the Proxy Statement/Prospectus or , so that the Form S-4 will, at the date such document is first mailed to the stockholders of the relevant party and at the time of such party’s meeting of stockholders relating to the Mergers, Proxy Statement would 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 the light of the circumstances under which they are were made, not misleading. For purposes of , the foregoingParty that discovers such information shall promptly notify the other Parties, it is understood and agreed that information concerning or related to the Company or any Company Subsidiary will be deemed to have been supplied by the Company and Parent shall 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 applicable Law, in disseminating the information concerning contained in such amendment or related supplement to Parent the stockholders of the Company. Nothing in this Section 5.3(d) shall limit the rights or Acquisition Sub will be deemed to have been supplied by Parentobligations of any Party under any other paragraph of this Section 5.3. (e) Each of Parent and All documents that the Company agree to correct any information provided by it is responsible for use in the Proxy Statement/Prospectus or Form S-4 which shall have become false or misleading. The parties shall as soon as reasonably practicable notify each other of the receipt of any comments from or other correspondence filing with the SEC staff with respect to the Proxy Statement/Prospectus or Form S-4 and any request by the SEC for any amendment to the Proxy Statement/Prospectus or Form S-4 or for additional information (and promptly deliver a copy of such comments, correspondence or request to each other). Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Shares issuable in connection with the Mergers for offering or sale in any jurisdiction. (f) Each of the Company and Parent shall use its reasonable best efforts Merger will comply as to cause to be delivered to the other party a letter of its independent auditors, dated (i) the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed to the other party, in form and substance customary for “comfort” letters delivered by independent public accountants in connection all material respects with registration statements similar to the Form S-4applicable requirements of the Exchange Act.

Proxy Statement. (a) As promptly as reasonably practicable following after the Closing Date (but not later than May 26, 2022 or such later date of this Agreementas may be unanimously agreed to by the Parent Board), (i) the Company and Parent shall prepare file with the SEC a proxy statement relating to the Parent Stockholders’ Meeting to be sent to the stockholders of the Company and Parent held in connection with the Company Stockholder Meeting and the Parent Stockholder Meeting Matters (such proxy statement, as amended together with any amendments thereof or supplementedsupplements thereto, the “Proxy Statement/Prospectus”), . Parent shall deliver to the Company a draft of the Proxy Statement in form and substance reasonably satisfactory to the Company prior to the Closing Date. Parent shall (i) cause the Proxy Statement to comply with all applicable rules and regulations promulgated by the SEC and (ii) Parent (and, if necessary, New Diamond) shall prepare and file with respond promptly to any comments or requests of the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Form S-4”), in which or its staff related to the Proxy Statement/Prospectus will be included as a prospectus, in connection with . (b) Parent covenants and agrees that the registration under the Securities Act of the New Diamond shares to be issued to the stockholders of the Company in connection with the Diamond Merger Proxy Statement (and the Parent Shares letters to be issued to the stockholders stockholders, notice of New Diamond in connection with the payment meeting and form of the aggregate Stock Consideration. Parent, New Diamond and the Company proxy included therewith) will cooperate with each other in the preparation of the Proxy Statement/Prospectus and Form S-4. Without limiting the generality of the foregoing, each of Parent, New Diamond and the Company will provide the other with a reasonable opportunity to review drafts of, and revisions to, the Proxy Statement/Prospectus and Form S-4 prepared by such party, and shall use its reasonable best efforts to furnish to the other party information relating to it and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4. All of the parties hereto shall cause the Proxy Statement/Prospectus and Form S-4 to (i) comply as to form and substance as to such party in all material respects with the applicable requirements of (i) applicable U.S. federal securities Laws and the Exchange ActDGCL, and (ii) the Securities Act and (iii) the rules and regulations of the NYSE and the PCX. The Company or New Diamond, as appropriate, shall provide audited financial statements for inclusion in the Proxy Statement/Prospectus and Form S-4 as and to the extent required under applicable Law and SEC regulations. (b) Each of the Company and Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act and the Securities Act until such time. The Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders, and Parent shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Parent’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, and the Company shall furnish all information concerning the Company and the holders of the Company Shares as may be reasonably requested in connection with any such action. (c) No filing of, or amendment or supplement to, the Form S-4 will be made by New Diamond or Parent, and no filing of, or amendment or supplement to the Proxy Statement/ Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel a reasonable opportunity to review and comment thereon. (d) Each of the parties agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement/Prospectus or the Form S-4 will, at the date such document is first mailed to the stockholders of the relevant party and at the time of such party’s meeting of stockholders relating to the Mergers, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. For purposes of the foregoing, it is understood and agreed that information concerning or related to the Company or any Company Subsidiary will be deemed to have been supplied by the Company and information concerning or related to Parent or Acquisition Sub will be deemed to have been supplied by Parent. (ec) Each Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the Proxy Statement has been filed with the SEC and either (i) the SEC has indicated that it does not intend to review the Proxy Statement or that its review of Parent and the Company agree Proxy Statement has been completed or (ii) at least ten (10) days shall have passed since the Proxy Statement was filed with the SEC without receiving any correspondence from the SEC commenting upon, or indicating that it intends to correct any information provided by it for use in review, the Proxy Statement/Prospectus , all in compliance with applicable U.S. federal securities laws and the DGCL. If Parent, First Merger Sub, Second Merger Sub or Form S-4 which shall have the Surviving Entity become false or misleading. The parties shall as soon as reasonably practicable notify each other of the receipt aware of any comments from event or other correspondence with information that, pursuant to the SEC staff with respect Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement/Prospectus , as the case may be, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in Parent filing such amendment or Form S-4 and any request by supplement with the SEC for any and, if appropriate, in mailing such amendment or supplement to the Proxy Statement/Prospectus or Form S-4 or for additional information (and promptly deliver a copy of such comments, correspondence or request to each other). Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Shares issuable in connection with the Mergers for offering or sale in any jurisdictionstockholders. (f) Each of the Company and Parent shall use its reasonable best efforts to cause to be delivered to the other party a letter of its independent auditors, dated (i) the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed to the other party, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Form S-4.

Proxy Statement. (a) As promptly as reasonably practicable following after the date execution of this Agreement, (i) the Parent and the Company and Parent shall prepare a proxy statement to be sent to the stockholders of the Company and Parent in connection with the Company Stockholder Meeting and the Parent Stockholder Meeting (such proxy statement, as amended or supplemented, the “Proxy Statement/Prospectus”), and (ii) Parent (and, if necessary, New Diamond) shall jointly prepare and file with the SEC a single document that will constitute (i) the proxy statement of the Company relating to the special meeting of the Company's stockholders (the "COMPANY STOCKHOLDERS MEETING") to be held to consider approval and adoption of this Agreement and the Merger, (ii) the registration statement on Form S-4 Forms F-4 and F-6 of the Parent (together with all amendments thereto, the “Form S-4”"REGISTRATION STATEMENT"), in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the New Diamond shares Parent ADSs (and the Parent Common Stock underlying such Parent ADSs) to be issued to the stockholders of the Company in connection with the Diamond Merger and the Parent Shares to prospectus included in the Registration Statement (such single document, together with any amendments thereof or supplements thereto, the "PROXY STATEMENT"). Substantially contemporaneously with the filing of the Proxy Statement with the SEC, copies of the Proxy Statement shall be issued provided to the stockholders Nasdaq National Market. The Parent and the Company each shall use commercially reasonable efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of New Diamond the Registration Statement (the "REGISTRATION STATEMENT EFFECTIVE DATE"), the Parent shall take all or any action required under any applicable Law in connection with the payment issuance of Parent ADSs pursuant to the aggregate Stock ConsiderationMerger. ParentThe Parent or the Company, New Diamond and as the case may be, shall furnish all information concerning the Parent or the Company will cooperate as the other party may reasonably request in connection with each other in such actions and the preparation of the Proxy Statement/Prospectus . As promptly as practicable after the Registration Statement Effective Date, the proxy statement and Form S-4. Without limiting prospectus included in the generality Proxy Statement (collectively, the "PROXY MATERIALS") will be mailed to the stockholders of the foregoing, each of Parent, New Diamond Company. The Parent and the Company will provide the other with a reasonable opportunity to review drafts of, and revisions to, the Proxy Statement/Prospectus and Form S-4 prepared by such party, and shall use its reasonable best efforts to furnish to the other party information relating to it and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4. All of the parties hereto shall cause the Proxy Statement/Prospectus and Form S-4 Statement to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, including Sections 14(a) and 14(d) thereof and the respective regulations promulgated thereunder, (ii) the Securities Act and Act, (iii) the rules and regulations of the NYSE Nasdaq National Market principal securities exchanges and quotation services on which the PCX. The Company or New Diamondcommon stock, as appropriate, shall provide audited financial statements for inclusion in (iv) the Proxy Statement/Prospectus DGCL and Form S-4 as and to the extent required under (v) any other applicable Law and SEC regulationsLaw. (b) Each Subject to Section 5.7(e), the Proxy Statement shall include the unconditional recommendation of the Board of Directors of the Company and Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act and the Securities Act until such time. The Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders, and Parent shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Parent’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, and the Company shall furnish all information concerning the Company and the holders stockholders of the Company Shares as may be reasonably requested that they vote in connection with any such actionfavor of the adoption of this Agreement and the Merger. In addition, the Proxy Statement and the Proxy Materials will include a copy of the written opinion of the Company Financial Advisor referred to in Section 3.20. (c) No filing of, or amendment or supplement to, the Form S-4 will be made by New Diamond or Parent, and no filing of, or amendment or supplement to the Proxy Statement/ Prospectus Statement will be made by without the Company approval of each of the Parent and the Company, which approval shall not be unreasonably withheld or Parent, in each case, without providing the other party and its respective counsel a reasonable opportunity to review and comment thereon. (d) delayed. Each of the parties agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement/Prospectus or the Form S-4 will, at the date such document is first mailed to the stockholders of the relevant party and at the time of such party’s meeting of stockholders relating to the Mergers, 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. For purposes of the foregoing, it is understood and agreed that information concerning or related to the Company or any Company Subsidiary will be deemed to have been supplied by the Company and information concerning or related to Parent or Acquisition Sub will be deemed to have been supplied by Parent. (e) Each of Parent and the Company agree to correct any information provided by it for use in the Proxy Statement/Prospectus or Form S-4 which shall have become false or misleading. The parties shall as soon as reasonably practicable notify each other of the receipt of any comments from or other correspondence with the SEC staff with respect to the Proxy Statement/Prospectus or Form S-4 and any request by the SEC for any amendment to the Proxy Statement/Prospectus or Form S-4 or for additional information (and promptly deliver a copy of such comments, correspondence or request to each other). Parent will advise the Companyother, promptly after it receives notice thereof, of the time when the Form S-4 Registration Statement has become effectiveeffective or any supplement or amendment has been filed, of the issuance of any stop order or order, of the suspension of the qualification of the Parent Shares Common Stock issuable in connection with the Mergers Merger for offering or sale in any jurisdiction, or of any request by the SEC or the Nasdaq National Market for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. (fd) Each of The information supplied by the Company and Parent for inclusion in the Proxy Statement shall use its reasonable best efforts to cause to be delivered to the other party a letter of its independent auditorsnot, dated at (i) the date on which time the Form S-4 shall become effective and Registration Statement is declared effective, (ii) the Closing Datetime the Proxy Materials (or any amendment of or supplement to the Proxy Materials) are first mailed to the stockholders of Company, (iii) the time of the Company Stockholders Meeting, and addressed (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated in the Proxy Statement or necessary in order to make the statements in the Proxy Statement not misleading. If at any time prior to the other partyEffective Time any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company that should be set forth in an amendment or a supplement to the Proxy Statement, the Company shall promptly inform the Parent. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement will comply as to form and substance customary in all material respects with the applicable requirements of the DGCL, the Securities Act and the Exchange Act. (e) The information supplied by the Parent for “comfort” letters delivered 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 amendment of or supplement to the Proxy Materials) are first mailed to the stockholders the Company, (iii) the time of the Company Stockholders Meeting, and (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated in the Proxy Statement or necessary in order to make the statements in the Proxy Statement not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Parent or any Parent Subsidiary, or their respective officers or directors, should be discovered by independent public accountants the Parent that should be set forth in an amendment or a supplement to the Proxy Statement, the Parent shall promptly inform the Company. All documents that the Parent is responsible for filing in connection with registration statements similar the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the Form S-4applicable requirements of the DGCL, the Securities Act and the Exchange Act.

Proxy Statement. (a) As promptly as reasonably practicable following the date of this Agreement (but in any case within thirty (45) days of the date of this Agreement), (i) the Company and Parent shall prepare a proxy statement to be sent to the stockholders of the Company and Parent in connection with the Company Stockholder Meeting and the Parent Stockholder Meeting (such proxy statement, as amended or supplemented, the “Proxy Statement/Prospectus”), and (ii) Parent (and, if necessary, New Diamond) shall prepare and file shall cause to be filed with the SEC a registration proxy statement on Form S-4 (together with all any amendments thereof or supplements thereto, the “Form S-4”), in which the "Proxy Statement/Prospectus will be included as a prospectus, in connection with ") relating to the registration under the Securities Act of the New Diamond shares Shareholders Meeting to be issued held to consider the stockholders adoption and approval of this Agreement and the Company in connection with transactions contemplated hereby (including the Diamond Merger and the Parent Shares to be issued to the stockholders Plan of New Diamond in connection with the payment of the aggregate Stock Consideration. Parent, New Diamond and the Company will cooperate with each other in the preparation of the Proxy Statement/Prospectus and Form S-4. Without limiting the generality of the foregoing, each of Parent, New Diamond and the Company will provide the other with a reasonable opportunity to review drafts of, and revisions to, the Proxy Statement/Prospectus and Form S-4 prepared by such party, and shall use its reasonable best efforts to furnish to the other party information relating to it and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4. All of the parties hereto shall cause the Proxy Statement/Prospectus and Form S-4 to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act and (iii) the rules and regulations of the NYSE and the PCXMerger). The Company or New Diamondshall include, as appropriateexcept to the extent permitted by Sections 5.04 and 6.04 hereof, shall provide audited financial statements for inclusion the text of this Agreement, the Company Board Recommendation and any other documents required to be included in the Proxy Statement/Prospectus and Form S-4 as and Statement pursuant to the extent required under applicable Law and SEC regulationsLaw. (b) Each of the Company The Buyer covenants and Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act and the Securities Act until such time. The Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders, and Parent shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Parent’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, and the Company shall furnish all information concerning the Company and the holders of the Company Shares as may be reasonably requested in connection with any such action. (c) No filing of, or amendment or supplement to, the Form S-4 will be made by New Diamond or Parent, and no filing of, or amendment or supplement to the Proxy Statement/ Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel a reasonable opportunity to review and comment thereon. (d) Each of the parties agrees that none of the information supplied provided by it with respect to the Buyer or its Subsidiaries to be supplied by it for inclusion or incorporation by reference included in the Proxy Statement/Prospectus or the Form S-4 Statement will, at the date such document is first mailed to the stockholders time of the relevant party mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of such party’s meeting of stockholders relating to the MergersShareholders 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 the light of the circumstances under which they are were made, not misleading. (c) The Company, the Buyer and NewCo shall cooperate and consult with each other in preparation of the Proxy Statement, and the Company will provide the Buyer a reasonable opportunity for review and comment on the Proxy Statement prior to the filing thereof with the SEC, and the Proxy Statement shall be mutually satisfactory to the Buyer and the Company. For purposes Without limiting the generality of the foregoing, each of the Buyer and NewCo will furnish to the Company the information relating to it is understood required by the Exchange Act and agreed the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. Each of the Company and the Buyer shall promptly (i) notify the other of the receipt of any comments from the SEC with respect to the Proxy Statement and of any request by the SEC for amendments of, or supplements to, the Proxy Statement, and (ii) provide the other with copies of all filings made with the SEC and all correspondence between the Company and the SEC with respect to the Proxy Statement. The Company shall use Commercially Reasonable Efforts to respond to and resolve all comments from the SEC with respect to the Proxy Statement as promptly as reasonably practicable. (d) As promptly as reasonably practicable after (i) the Proxy Statement has been cleared by the SEC and (ii) either the final determination of the Aggregate Response Estimate Amount or the Buyer’s agreement in writing that information concerning no amount of any Response Estimate shall be deducted from the Per Share Merger Consideration, the Company shall mail the Proxy Statement to the holders of Company Common Stock and, unless the Board of Directors of the Company withdraws or related modifies the Company Board Recommendation in accordance with Sections 5.04 and 6.04 hereof, shall use Commercially Reasonable Efforts to solicit proxies and votes in favor of the approval and adoption of this Agreement and the transactions contemplated hereby (including the Merger and the Plan of Merger). If at any time prior to the Effective Time any event or circumstance relating to the Company or the Buyer or any of either the Company Subsidiary will or Buyer's Subsidiaries, or their respective officers or directors, should be deemed to have been supplied discovered by the Company and information concerning or related the Buyer, respectively, which, pursuant to Parent the Securities Act or Acquisition Sub will Exchange Act, should be deemed set forth in an amendment or a supplement to have been supplied by Parent. (e) the Proxy Statement, such party shall promptly inform the other. Each of Parent the Buyer, NewCo and the Company agree to correct any information provided by it for use in the Proxy Statement/Prospectus or Form S-4 Statement which shall have become false or misleading. The parties shall as soon as reasonably practicable notify All documents that each other of the receipt of any comments from or other correspondence Company and the Buyer is responsible for filing with the SEC staff with respect to the Proxy Statement/Prospectus or Form S-4 and any request by the SEC for any amendment to the Proxy Statement/Prospectus or Form S-4 or for additional information (and promptly deliver a copy of such comments, correspondence or request to each other). Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Shares issuable in connection with the Mergers for offering or sale transactions contemplated hereby will comply as to form in any jurisdiction. (f) Each of the Company all material respects, and Parent shall use its reasonable best efforts to cause to will be delivered distributed to the other party a letter of its independent auditors, dated (i) the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed to the other party, Shareholders in form and substance customary for “comfort” letters delivered by independent public accountants in connection compliance with registration statements similar to the Form S-4all applicable Law.

Proxy Statement. (a) As If required under applicable law, the Company shall prepare the Proxy Statement, file it with the SEC under the Exchange Act as promptly as reasonably practicable following after Merger Subsidiary purchases Shares pursuant to the date of this AgreementOffer, (i) and use all commercially reasonable efforts to have the Proxy Statement cleared by the SEC. Parent and Merger Subsidiary shall promptly furnish to the Company all information concerning Parent and Parent shall prepare a proxy statement to Merger Subsidiary that may be sent to the stockholders of the Company and Parent required or reasonably requested in connection with the Company Stockholder Meeting and the Parent Stockholder Meeting (such proxy statement, as amended or supplemented, the “Proxy Statement/Prospectus”), and (ii) Parent (and, if necessary, New Diamond) shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Form S-4”), in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the New Diamond shares to be issued to the stockholders of the Company in connection with the Diamond Merger and the Parent Shares to be issued to the stockholders of New Diamond in connection with the payment of the aggregate Stock Considerationany action contemplated by this Section 5.10. Parent, New Diamond Merger Subsidiary and the Company will shall cooperate with each other in the preparation of the Proxy Statement/Prospectus and Form S-4. Without limiting the generality of the foregoing, each of Parent, New Diamond and the Company will provide the other with a reasonable opportunity to review drafts of, and revisions to, the Proxy Statement/Prospectus and Form S-4 prepared by such party, and shall use its reasonable best efforts to furnish to the other party information relating to it and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4. All of the parties hereto shall cause the Proxy Statement/Prospectus and Form S-4 to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act and (iii) the rules and regulations of the NYSE and the PCX. The Company or New Diamond, as appropriate, shall provide audited financial statements for inclusion in the Proxy Statement/Prospectus and Form S-4 as and to the extent required under applicable Law and SEC regulations. (b) Each of the Company and Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act and the Securities Act until such time. The Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders, and Parent shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Parent’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, and the Company shall furnish notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent promptly copies of all information concerning correspondence between the Company or any Representative of the Company and the holders of the SEC. The Company Shares as may be reasonably requested in connection with any such action. (c) No filing of, or amendment or supplement to, the Form S-4 will be made by New Diamond or Parent, and no filing of, or amendment or supplement to the Proxy Statement/ Prospectus will be made by the Company or Parent, in each case, without providing the other party shall give Parent and its respective counsel a reasonable opportunity to review and comment thereon. (d) on the Proxy Statement prior to its being filed with the SEC and shall give Parent and its counsel a reasonable opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Merger Subsidiary agrees to use its commercially reasonable efforts, after consultation with the other parties agrees that none hereto, to respond promptly to all such comments of and requests by the information supplied or to be supplied by it for inclusion or incorporation by reference in SEC. As promptly as practicable after the Proxy Statement/Prospectus or Statement has been cleared by the Form S-4 willSEC, at the date such document is first mailed Company shall mail the Proxy Statement to the stockholders of the relevant party and at Company. The Proxy Statement shall include the time of such party’s meeting of stockholders relating to the Mergers, 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. For purposes of the foregoing, it is understood and agreed that information concerning or related to the Company or any Company Subsidiary will be deemed to have been supplied recommendation by the Company and information concerning or related to Parent or Acquisition Sub will be deemed to have been supplied by Parent. (e) Each Board of Parent and the Company agree to correct any information provided by it for use in the Proxy Statement/Prospectus or Form S-4 which shall have become false or misleading. The parties shall as soon as reasonably practicable notify each other of the receipt of any comments from or other correspondence with the SEC staff with respect to the Proxy Statement/Prospectus or Form S-4 and any request by the SEC for any amendment to the Proxy Statement/Prospectus or Form S-4 or for additional information (and promptly deliver a copy of such comments, correspondence or request to each other). Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Shares issuable in connection with the Mergers for offering or sale in any jurisdiction. (f) Each Directors of the Company that the Company’s stockholders vote to approve the Merger and Parent shall use its reasonable best efforts to cause to be delivered to the other party a letter of its independent auditors, dated (i) the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed to the other party, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Form S-4this Agreement.

Proxy Statement. (ai) As promptly as reasonably practicable following the date execution and delivery of this Agreement, SPAC shall cause New Starship to, in accordance with this Section ‎7.1‎(a), prepare and file (iA) a registration statement (as such filing is amended or supplemented, the Company and Parent shall prepare “Registration Statement”), including a proxy statement to be sent to the stockholders of the Company and Parent in connection New Starship, on Form S-4 with the Company Stockholder Meeting and the Parent Stockholder Meeting SEC (as such proxy statement, as filing is amended or supplemented, the “Proxy Statement/Prospectus”), for the purposes of (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 (iiIII) Parent soliciting proxies from holders of SPAC Class A Stock to vote at the Special Meeting in favor of: (and, if necessary, 1) the adoption of this Agreement and approval of the Transactions; (2) the issuance of shares of New DiamondStarship Common Stock in connection with ‎Article II; and (3) shall prepare any other proposals the Parties deem necessary or desirable to consummate the Transactions and file with the SEC a registration statement on Form S-4 Domestication (together with all amendments theretocollectively, the “Form S-4SPAC Stockholder Matters”), in which . Without the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the New Diamond shares to be issued to the stockholders prior written consent of the Company in connection with (each such consent not to be unreasonably withheld, conditioned or delayed), the Diamond Merger SPAC Stockholder Matters shall be the only matters (other than procedural matters) which SPAC shall propose to be acted on by the SPAC’s stockholders at the Special Meeting. The Registration Statement and the Parent Shares to be issued to the stockholders of New Diamond in connection with the payment of the aggregate Stock Consideration. Parent, New Diamond and the Company Proxy Statement will cooperate with each other in the preparation of the Proxy Statement/Prospectus and Form S-4. Without limiting the generality of the foregoing, each of Parent, New Diamond and the Company will provide the other with a reasonable opportunity to review drafts of, and revisions to, the Proxy Statement/Prospectus and Form S-4 prepared by such party, and shall use its reasonable best efforts to furnish to the other party information relating to it and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4. All of the parties hereto shall cause the Proxy Statement/Prospectus and Form S-4 to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act and (iii) the Exchange Act and the rules and regulations thereunder. SPAC shall file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed to its stockholders of record, as of the NYSE and record date to be established by the PCX. The Company or New Diamondboard of directors of SPAC, as appropriatepromptly as practicable following the effectiveness of the Registration Statement (such date, shall provide audited financial statements for inclusion in the “Proxy Statement/Prospectus and Form S-4 as and to the extent required under applicable Law and SEC regulationsClearance Date”). (bii) Each Prior to filing with the 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 file any such documents with the SEC without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). New Starship will advise the Company promptly after it receives notice thereof, of: (A) the time when the Registration Statement has been filed; (B) the effectiveness of the Registration Statement; (C) the filing of any supplement or amendment to the Registration Statement; (D) the issuance of any stop order by the SEC; (E) any request by the SEC for amendment of the Registration Statement; (F) any comments from the SEC relating to the Registration Statement and Parent responses thereto; and (G) requests by the SEC for additional information relating to the Registration Statement. New Starship shall promptly respond to any SEC comments on the Registration Statement and shall use commercially reasonable best efforts to have the Form S-4 declared effective Registration Statement cleared by the SEC under the Securities Act as promptly as practicable after such filing and practicable; provided that prior to maintain responding to any requests or comments from the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act and the Securities Act until such time. The Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed SEC, New Starship will make available to the Company’s stockholders, Company drafts of any such response and Parent shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Parent’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, and provide the Company shall furnish all information concerning the Company and the holders of the Company Shares as may be reasonably requested in connection with any a reasonable opportunity to comment on such actiondrafts. (ciii) No filing ofIf, or amendment or supplement toat any time prior to the Special Meeting, the Form S-4 will there shall be made by New Diamond or Parent, and no filing of, or discovered any information that should be set forth in an amendment or supplement to the Proxy Statement/ Prospectus will be made by Registration Statement so that the Company or Parent, in each case, without providing the other party and its respective counsel a reasonable opportunity to review and comment thereon. (d) Each of the parties agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement/Prospectus or the Form S-4 will, at the date such document is first mailed to the stockholders of the relevant party and at the time of such party’s meeting of stockholders relating to the Mergers, contain Registration Statement would not include 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 the light of the circumstances under which they are were made, not misleading, New Starship shall promptly file an amendment or supplement to the Registration Statement containing such information. For purposes 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 foregoingcircumstances under which they were made, it is understood and agreed that information concerning or related to not misleading, then the Company shall promptly inform New Starship of such information, event or any Company Subsidiary will be deemed to have been supplied by the Company and information concerning or related to Parent or Acquisition Sub will be deemed to have been supplied by Parentcircumstance. (eiv) Each of Parent and the Company agree to correct any information provided by it for use in the Proxy Statement/Prospectus New Starship or Form S-4 which SPAC, as applicable, shall have become false or misleading. The parties shall as soon as reasonably practicable notify each other of the receipt of any comments from or other correspondence with the SEC staff make all necessary filings with respect to the Proxy Statement/Prospectus or Form S-4 Transactions under the Securities Act, the Exchange Act and applicable “blue sky” laws, and any request by 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 SEC for any amendment to the Proxy Statement/Prospectus or Form S-4 or for additional information (business, management, operations and promptly deliver a copy of such comments, correspondence or request to each other). Parent will advise the Company, promptly after it receives notice thereof, financial condition of the time when Company and the Form S-4 has become effectiveCompany Subsidiaries, in each case, reasonably requested by New Starship for inclusion in the issuance of any stop order or Registration Statement. The Company shall cause the suspension officers and employees of the qualification of Company and the Parent Shares issuable Company Subsidiaries to be reasonably available to New Starship and its counsel, auditors and other advisors in connection with the Mergers for offering or sale in any jurisdiction. (f) Each drafting of the Company Registration Statement and Parent shall use its reasonable best efforts responding in a timely manner to cause to be delivered to comments on the other party a letter of its independent auditors, dated (i) Registration Statement from the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed to the other party, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Form S-4SEC.

Proxy Statement. (a) As promptly as reasonably practicable following after the date execution of this Agreement, (i) the Company Parties shall prepare and Parent shall prepare file with the SEC a proxy statement to be sent to the stockholders of the Company and Parent in connection (together with the Company Stockholder Meeting and the Parent Stockholder Meeting (such proxy statement, as amended any amendments thereof or supplementedsupplements thereto, the “Proxy Statement/Prospectus”), ) relating to the meeting of the Parent stockholders (the “Parent Stockholders’ Meeting”) to be held to consider (i) approval of this Agreement and (ii) a reverse split of the Parent (andCommon Stock. Each of Parent, if necessary, New Diamond) STT Communications and Pihana shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Form S-4”), in which use commercially reasonable efforts to cause the Proxy Statement/Prospectus will Statement to be included cleared for mailing as a prospectus, promptly as practicable. Each Party shall furnish all information concerning itself as the other may reasonably request in connection with the registration under the Securities Act of the New Diamond shares to be issued to the stockholders of the Company in connection with the Diamond Merger such actions and the Parent Shares to be issued to the stockholders of New Diamond in connection with the payment of the aggregate Stock Consideration. Parent, New Diamond and the Company will cooperate with each other in the preparation of the Proxy Statement/Prospectus and Form S-4. Without limiting the generality of the foregoing, each of Parent, New Diamond and the Company will provide the other with a reasonable opportunity to review drafts of, and revisions to, As promptly as practicable after the Proxy Statement/Prospectus and Form S-4 prepared by such partyStatement shall have been cleared for mailing, and Parent shall use its reasonable best efforts mail or cause to furnish to the other party information relating to it and its affiliates as necessary to prepare be mailed the Proxy Statement/Prospectus and Form S-4. All of the parties hereto shall cause the Proxy Statement/Prospectus and Form S-4 Statement to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act and (iii) the rules and regulations of the NYSE and the PCX. The Company or New Diamond, as appropriate, shall provide audited financial statements for inclusion in the Proxy Statement/Prospectus and Form S-4 as and to the extent required under applicable Law and SEC regulationsits stockholders. (b) Each Except as provided in this Section 6.01(b), the Proxy Statement shall, subject to the fiduciary duties of the Company and Parent shall use reasonable best efforts to have Board of Directors of Parent, include the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain the effectiveness recommendation of the Form S-4 through board of directors of Parent to the Effective Time and stockholders of Parent to ensure that it complies vote in all material respects with the applicable provisions favor of the Exchange Act approval of this Agreement (the “Parent Board Recommendation”) and approval of the Securities Act until such time. The Company shall use its reasonable best efforts to cause reverse split of the Proxy Statement/Prospectus to be mailed Parent Common Stock and neither the board of directors of Parent nor any committee thereof shall, subject to the Company’s stockholdersnext sentence of this Section 6.01(b), and Parent shall use its reasonable best efforts withdraw or modify, or propose or resolve to cause the Proxy Statement/Prospectus to be mailed to Parent’s stockholderswithdraw or modify, in each case in a manner adverse to Pihana or STT Communications, the Parent Board Recommendation. Prior to the time of the Parent Stockholders’ Meeting, Parent’s board of directors may: (i) (x) approve or recommend a Superior Proposal (as promptly as practicable defined in Section 6.12(d)), or (y) enter into an agreement with respect to a Superior Proposal, in each case at any time after the Form S-4 is declared effective under third business day following STT Communications’ and Pihana’s receipt of written notice from Parent advising STT Communications and Pihana that the Securities Act. board of directors of Parent has received a Superior Proposal which it intends to accept, specifying the material terms and New Diamond conditions of such Superior Proposal, identifying the person making such Superior Proposal, but only if Parent shall also take any action required have negotiated in good faith with STT Communications and Pihana to be taken under any applicable state securities laws in connection proceed with the issuance transactions contemplated herein on adjusted terms that return at least equivalent value to Parent’s stockholders and debt holders as the Superior Proposal; provided, however, if Parent, STT Communications and Pihana are unable to agree to an acceptable adjustment within such three (3) business day period, Parent shall have no further obligation to negotiate such adjustment. (ii) withdraw or modify its approval or recommendation in favor of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, approval of this Agreement and the Company shall furnish all information concerning transactions contemplated herein if Parent’s board of directors concludes in good faith, after consultation with its outside counsel, that the Company and withdrawal or modification of such recommendation is consistent with Parent’s board of directors’ fiduciary duties (including its duty of candor) to the holders of the Company Shares as may be reasonably requested in connection with any such actionParent Stockholders. (c) No filing of, or amendment or supplement to, the Form S-4 will be made by New Diamond or Parent, and no filing of, or amendment or supplement to the Proxy Statement/ Prospectus Statement will be made by any Party without the Company or Parent, in each case, without providing approval of the other party (such approval not to be unreasonably withheld or delayed). Each Party will advise the other Parties, promptly after it receives notice thereof, of the time the SEC has issued formal comments to the Proxy Statement, of the time at which the Proxy Statement has been cleared for mailing or any supplement or amendment has been filed, of the issuance of any stop order with the Proxy Statement or of any request by the SEC for amendment of the Proxy Statement or comments thereon and its respective counsel a reasonable opportunity to review and comment thereonresponses thereto or requests by the SEC for additional information. (d) Each of the parties agrees that none of the The information supplied or to be supplied by it any Party for inclusion or incorporation by reference in the Proxy Statement/Prospectus or the Form S-4 willStatement shall not, at (i) any time the date such document Proxy Statement is first mailed to the stockholders of the relevant party Parent, and at (ii) the time of such party’s meeting of stockholders relating to the MergersParent Stockholders’ Meeting, 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 the light of the circumstances under which they are were made, not misleading. For purposes of the foregoingIf, it is understood and agreed that information concerning or related at any time prior to the Company Effective Time, any event or circumstance relating to any Company Subsidiary will Party, or its respective officers or directors, that should be deemed set forth in an amendment or a supplement to have been supplied by the Company and information concerning or related to Parent or Acquisition Sub will be deemed to have been supplied by Parent. (e) Each of Parent and the Company agree to correct any information provided by it for use in the Proxy Statement/Prospectus or Form S-4 which Statement is discovered by any Party, such Party shall have become false or misleading. The parties shall as soon as reasonably practicable notify promptly inform each other of the receipt of any comments from or other correspondence Party. All documents that Parent is responsible for filing with the SEC staff with respect to the Proxy Statement/Prospectus or Form S-4 and any request by the SEC for any amendment to the Proxy Statement/Prospectus or Form S-4 or for additional information (and promptly deliver a copy of such comments, correspondence or request to each other). Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Shares issuable in connection with the Mergers for offering Combination or sale in any jurisdiction. (f) Each of the Company and Parent shall use its reasonable best efforts to cause to be delivered to the other party a letter of its independent auditors, dated (i) the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed transactions contemplated by this Agreement will comply as to the other party, in form and substance customary for “comfort” letters delivered by independent public accountants in connection all material respects with registration statements similar to the Form S-4applicable requirements of the Securities Act and the Exchange Act.

Proxy Statement. (a) As promptly as reasonably practicable following CGB&L will take all reasonable steps necessary to submit the Proxy Statement to the SEC within thirty (30) days after the date of this Agreement, (i) . The Proxy Statement will satisfy all requirements of the Company 1934 Act and Parent shall prepare the rules and regulations promulgated thereunder and will include a proxy statement to be sent to unanimous recommendation by the Board of Directors of CGB&L that the stockholders of the Company CGB&L approve this Agreement and Parent the Merger. CGB&L and its Representatives shall solicit proxies voting only in connection favor thereof from the stockholders of CGB&L. CGB&L shall deliver a draft of the Proxy Statement to Acquiror and its counsel at least five (5) Business Days prior to filing it with the Company Stockholder Meeting and the Parent Stockholder Meeting (such proxy statement, as amended or supplemented, the “Proxy Statement/Prospectus”)SEC, and (ii) Parent (and, if necessary, New Diamond) shall prepare and file provide Acquiror with copies of all responses or other written communications from the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Form S-4”), in which relating to the Proxy Statement/Prospectus will be included as . CGB&L shall also deliver a prospectus, in connection with the registration under the Securities Act copy of the New Diamond shares final Proxy Statement to be issued to Acquiror promptly after the stockholders of the Company in connection with the Diamond Merger and the Parent Shares to be issued to the stockholders of New Diamond in connection with the payment of the aggregate Stock Consideration. Parent, New Diamond and the Company will cooperate with each other in the preparation of the Proxy Statement/Prospectus and Form S-4. Without limiting the generality of the foregoing, each of Parent, New Diamond and the Company will provide the other with a reasonable opportunity to SEC has completed its review drafts of, and revisions to, the Proxy Statement/Prospectus and Form S-4 prepared by such party, and shall use its reasonable best efforts to furnish to the other party information relating to it and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4. All of the parties hereto shall cause the Proxy Statement/Prospectus and Form S-4 to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act and (iii) the rules and regulations of the NYSE and the PCX. The Company or New Diamond, as appropriate, shall provide audited financial statements for inclusion in the Proxy Statement/Prospectus and Form S-4 as and to the extent required under applicable Law and SEC regulationsthereof. (b) Each of the Company and Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act and the Securities Act until such time. The Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders, and Parent shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Parent’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, and the Company shall furnish all information concerning the Company and the holders of the Company Shares as may be reasonably requested in connection with any such action. (c) No filing of, or amendment or supplement to, the Form S-4 will be made by New Diamond or Parent, and no filing of, or amendment or supplement to the Proxy Statement/ Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel a reasonable opportunity to review and comment thereon. (d) Each of the parties agrees that none None of the information supplied or to be supplied by it CGB&L for inclusion or incorporation by reference in the Proxy Statement/Prospectus or the Form S-4 will, at the date such document is first mailed to the stockholders Statement as of the relevant party and at the time of such party’s its mailing and as of the time of the meeting of CGB&L's stockholders relating to the Mergersin connection therewith, and as amended or supplemented by CGB&L, will 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 thereincontained therein not misleading; in no event, however, shall CGB&L be liable for any untrue statement of a material fact or omission to state a material fact in the light of the circumstances under which they are madeProxy Statement made in reliance upon, not misleading. For purposes of the foregoingand in conformity with, it is understood and agreed that written information concerning or related to the Company or any Company Subsidiary will be deemed to have been supplied by the Company and information concerning or related to Parent Acquiror or Acquisition Sub will be deemed to have been supplied Corp furnished by Parent. (e) Each of Parent and the Company agree to correct any information provided by it Acquiror specifically for use in the Proxy Statement/Prospectus or Form S-4 which shall have become false or misleading. The parties shall as soon as reasonably practicable notify each other of the receipt of any comments from or other correspondence with the SEC staff with respect to the Proxy Statement/Prospectus or Form S-4 and any request by the SEC for any amendment to the Proxy Statement/Prospectus or Form S-4 or for additional information (and promptly deliver a copy of such comments, correspondence or request to each other). Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Shares issuable in connection with the Mergers for offering or sale in any jurisdiction. (f) Each of the Company and Parent shall use its reasonable best efforts to cause to be delivered to the other party a letter of its independent auditors, dated (i) the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed to the other party, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Form S-4.

Proxy Statement. (a) As promptly as reasonably practicable following after the date execution of this Agreement, (i) Parent, Merger Sub and the Company shall jointly prepare and Parent the Company shall prepare a file with the SEC the proxy statement of the Company (the "Proxy Statement") relating to the special meeting of the Company's stockholders (the "Company Stockholders Meeting") to be sent held to consider approval and adoption of this Agreement and the Merger. Substantially contemporaneously with the filing of the Proxy Statement with the SEC, copies of the Proxy Statement shall be provided to the National Association of Securities Dealers, Inc. ("NASD"). Parent, Merger Sub or the Company, as the case may be, shall furnish all information concerning Parent, Merger Sub or the Company as the other party may reasonably request in connection with such actions and the preparation of the Proxy Statement and any other filings required to be made in connection within this Agreement and the transactions contemplated hereby (collectively, the "Other Filings"). As promptly as practicable the Proxy Statement will be mailed to the stockholders of the Company. The Company and Parent in connection with the Company Stockholder Meeting and the Parent Stockholder Meeting (such proxy statement, as amended or supplemented, the “Proxy Statement/Prospectus”), and (ii) Parent (and, if necessary, New Diamond) shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Form S-4”), in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the New Diamond shares to be issued to the stockholders of the Company in connection with the Diamond Merger and the Parent Shares to be issued to the stockholders of New Diamond in connection with the payment of the aggregate Stock Consideration. Parent, New Diamond and the Company will cooperate with each other in the preparation of the Proxy Statement/Prospectus and Form S-4. Without limiting the generality of the foregoing, each of Parent, New Diamond and the Company will provide the other with a reasonable opportunity to review drafts of, and revisions to, the Proxy Statement/Prospectus and Form S-4 prepared by such party, and shall use its reasonable best efforts to furnish to the other party information relating to it and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4. All of the parties hereto shall cause the Proxy Statement/Prospectus Statement and Form S-4 the Other Filings to be filed by it to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, including Sections 14(a) and 14(d) thereof and the respective regulations promulgated thereunder, (ii) the Securities Act and of 1933, as amended (the "Securities Act"), (iii) the rules and regulations of the NYSE NASD and the PCX(iv) Delaware Corporate Law. The Company or New Diamond, as appropriate, Proxy Statement shall provide audited financial statements for inclusion in include the Proxy Statement/Prospectus and Form S-4 as and to recommendation of the extent required under applicable Law and SEC regulations. (b) Each Board of Directors of the Company and Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain the effectiveness stockholders of the Form S-4 through Company that such stockholders vote in favor of the adoption of this Agreement and the Merger; provided, however, that subject to Section 5.10(b), the Board of Directors of the Company may, at any time prior to the Effective Time and to ensure Time, withdraw, modify or change any such recommendation if the Board of Directors of the Company determines in its good faith judgment that it complies is required to do so in all material respects order to comply with the applicable provisions of the Exchange Act and the Securities Act until such time. The Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed duties to the Company’s stockholders, and Parent shall use its reasonable best efforts to cause the 's shareholders under applicable Law. The Proxy Statement/Prospectus to be mailed to Parent’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, and the Company shall furnish all information concerning the Company and the holders Statement will include a copy of the Company Shares as may be reasonably requested in connection with any such action. (c) written opinion of Deutsche Banc Alex. ▇▇▇▇▇. No filing of, or amendment or supplement to, the Form S-4 will be made by New Diamond or Parent, and no filing of, or amendment or supplement to the Proxy Statement/ Prospectus Statement will be made without the approval of each of Parent, Merger Sub and the Company, which approval shall not be unreasonably withheld or delayed, unless such amendment or supplement to the Proxy Statement is required to be made by the Company or under applicable Laws. Each of Parent, in each caseMerger Sub and the Company will advise the other, without providing promptly after it receives notice thereof, or of any request by the other party and its respective counsel a reasonable opportunity to review and comment thereon. (d) Each SEC or the NASD for amendment of the parties agrees that none of Proxy Statement and the Other Filings or comments thereon and responses thereto or requests by the SEC for additional information. The information supplied or to be supplied by it the Company for inclusion or incorporation by reference in the Proxy Statement/Prospectus or the Form S-4 willStatement shall not, at (i) the date such document time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the relevant party and at Company, (ii) the time of such party’s meeting of stockholders relating to the MergersCompany Stockholders Meeting, and (iii) the Effective Time, 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 the light of the circumstances under which they are made, Proxy Statement not misleading. For purposes of If at any time prior to the foregoing, it is understood and agreed that information concerning Effective Time any event or related circumstance relating to the Company or any Company Subsidiary will Subsidiary, or their respective officers or directors, should be deemed to have been supplied discovered by the Company and information concerning that should be set forth in an amendment or related to Parent or Acquisition Sub will be deemed to have been supplied by Parent. (e) Each of Parent and the Company agree to correct any information provided by it for use in the Proxy Statement/Prospectus or Form S-4 which shall have become false or misleading. The parties shall as soon as reasonably practicable notify each other of the receipt of any comments from or other correspondence with the SEC staff with respect a supplement to the Proxy Statement/Prospectus or Form S-4 , the Company shall promptly inform Parent and any request by Merger Sub. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated hereby will comply as to form and substance in all material respects with the applicable requirements Law, including Delaware Corporate Law, the Securities Act and the Exchange Act. The information supplied by Parent and Merger Sub for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment of or supplement to the Proxy Statement/Prospectus or Form S-4 or for additional information (and promptly deliver a copy of such comments, correspondence or request ) are first mailed to each other). Parent will advise the stockholders the Company, promptly after it receives notice thereof, (ii) the time of the Company Stockholders Meeting, and (iii) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated in the Proxy Statement or necessary in order to make the statements in the Proxy Statement not misleading. If, at any time when prior to the Form S-4 has become effectiveEffective Time, any event or circumstance relating to Parent or Merger Sub, or their respective officers or directors, should be discovered by Parent or Merger Sub that should be set forth in an amendment or a supplement to the issuance of any stop order or Proxy Statement, Parent and Merger Sub shall promptly inform the suspension of the qualification of the Company. All documents that Parent Shares issuable and Merger Sub are responsible for filing in connection with the Mergers for offering or sale in any jurisdiction. (f) Each of the Company and Parent shall use its reasonable best efforts transactions contemplated by this Agreement will comply as to cause to be delivered to the other party a letter of its independent auditors, dated (i) the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed to the other party, in form and substance customary in all material aspects with the applicable requirements of Law, including Delaware Corporate Law, the Securities Act and the Exchange Act. The information supplied by any party for “comfort” letters delivered by independent public accountants inclusion in connection with registration statements similar to the Form S-4another party's Other Filing will be true and correct in all material respects.

Proxy Statement. (a) As promptly as reasonably practicable following Within 270 days after the date of this AgreementEffective Time, (i) the Company and Parent shall prepare a proxy statement to be sent to the stockholders of the Company and Parent in connection with the Company Stockholder Meeting and the Parent Stockholder Meeting (such proxy statement, as amended or supplemented, the “Proxy Statement/Prospectus”), and (ii) Parent (andshall, if necessaryRedeemable Preferred is issued pursuant to Section 3.01, New Diamond) shall prepare and file with the SEC a registration proxy statement on Form S-4 relating to a meeting of stockholders of Parent regarding the conversion of such Redeemable Preferred into Parent Common Stock (the "Parent Stockholders' Meeting"), such Parent Stockholders' Meeting to be held to consider the approval of the conversion of the Redeemable Preferred into Parent Common Stock as provided in the terms and provisions governing the Redeemable Preferred (the "Proposal") (together with all any amendments thereto, the “Form S-4”), in which the "Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the New Diamond shares to be issued to the stockholders of the Company in connection with the Diamond Merger and the Parent Shares to be issued to the stockholders of New Diamond in connection with the payment of the aggregate Stock Consideration. Parent, New Diamond and the Company will cooperate with each other in the preparation of the Proxy Statement/Prospectus and Form S-4. Without limiting the generality of the foregoing, each of Parent, New Diamond and the Company will provide the other with a reasonable opportunity to review drafts of, and revisions to, the Proxy Statement/Prospectus and Form S-4 prepared by such party, and shall use its reasonable best efforts to furnish to the other party information relating to it and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4. All of the parties hereto shall cause the Proxy Statement/Prospectus and Form S-4 to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act and (iii) the rules and regulations of the NYSE and the PCX. The Company or New Diamond, as appropriate, shall provide audited financial statements for inclusion in the Proxy Statement/Prospectus and Form S-4 as and to the extent required under applicable Law and SEC regulations"). (b) Each The Proxy Statement shall include the recommendation of the Company and board of directors of Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act and the Securities Act until such time. The Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders, and Parent shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Parent’s stockholders, 's stockholders that they vote in each case as promptly as practicable after favor of approval the Form S-4 is declared effective under the Securities Act. Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, and the Company shall furnish all information concerning the Company and the holders of the Company Shares as may be reasonably requested in connection with any such actionProposal. (c) No filing of, or amendment or supplement to, the Form S-4 will be made by New Diamond or Parent, and no filing of, or amendment or supplement to the Proxy Statement/ Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel a reasonable opportunity to review and comment thereon. (d) Each of the parties agrees that none None of the information supplied or to be supplied by it the Company for inclusion or incorporation by reference in the Proxy Statement/Prospectus or the Form S-4 willStatement shall, at the respective times filed with the SEC or other regulatory agency and at the date such document is first it or any amendments or supplements thereto are mailed to the stockholders of Parent in connection with the relevant party Parent Stockholders' Meeting, if any, and at the time of such party’s meeting of stockholders relating to the MergersParent Stockholders' Meeting, if any, and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. For purposes of the foregoing, it is understood and agreed that information concerning or related If at any time prior to the Effective Time any event or circumstance relating to Company or any Company Subsidiary will Subsidiary, or their respective officers or directors, should be deemed to have been supplied discovered by the Company and information concerning that should be set forth in an amendment or related to Parent or Acquisition Sub will be deemed to have been supplied by Parent. (e) Each of Parent and the Company agree to correct any information provided by it for use in the Proxy Statement/Prospectus or Form S-4 which shall have become false or misleading. The parties shall as soon as reasonably practicable notify each other of the receipt of any comments from or other correspondence with the SEC staff with respect a supplement to the Proxy Statement/Prospectus or Form S-4 and any request by the SEC for any amendment to the Proxy Statement/Prospectus or Form S-4 or for additional information (and promptly deliver a copy of such comments, correspondence or request to each other). Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Shares issuable in connection with the Mergers for offering or sale in any jurisdictionCompany shall promptly inform Parent. (f) Each of the Company and Parent shall use its reasonable best efforts to cause to be delivered to the other party a letter of its independent auditors, dated (i) the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed to the other party, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Form S-4.

Proxy Statement. (aA) As promptly as practicable after the date of this Agreement, the Company shall prepare the Proxy Statement which shall be in form and substance reasonably satisfactory to Parent. The Company shall: (i) cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC and other applicable Legal Requirements; (ii) provide Parent with a reasonable opportunity to review and comment on drafts of the Proxy Statement, and include in the Proxy Statement 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 the SEC or its staff, on the other hand; (v) promptly notify Parent upon the receipt of any comments or requests from the SEC or its staff with respect to the Proxy Statement; (vi) provide Parent with a reasonable opportunity to review and comment on any subsequent drafts of the Proxy Statement and any related correspondence and filings, and include in the Proxy Statement and in any such correspondence and filings all changes reasonably proposed by Parent; (vii) promptly respond to any comments or requests of the SEC or its staff; and (viii) cause the Proxy Statement to be mailed to the Company's shareholders as promptly as practicable following the date of this Agreement. To the extent practicable, the Company and its outside counsel shall permit Parent and its outside counsel to participate in all communications with the SEC and its staff (including all meetings and telephone conferences) relating to the Proxy Statement, this Agreement or any of the Contemplated Transactions. (B) If any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent of such event or information and shall, in accordance with the procedures set forth in Section 5.1(a): (i) the Company and Parent shall prepare a proxy statement to be sent to the stockholders of the Company and Parent in connection with the Company Stockholder Meeting and the Parent Stockholder Meeting (such proxy statement, as amended or supplemented, the “Proxy Statement/Prospectus”), and (ii) Parent (and, if necessary, New Diamond) shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Form S-4”), in which the Proxy Statement/Prospectus will be included such amendment or supplement as a prospectus, in connection with the registration under the Securities Act of the New Diamond shares to be issued to the stockholders of the Company in connection with the Diamond Merger promptly thereafter as practicable; and the Parent Shares to be issued to the stockholders of New Diamond in connection with the payment of the aggregate Stock Consideration. Parent, New Diamond and the Company will cooperate with each other in the preparation of the Proxy Statement/Prospectus and Form S-4. Without limiting the generality of the foregoing, each of Parent, New Diamond and the Company will provide the other with a reasonable opportunity to review drafts of, and revisions to, the Proxy Statement/Prospectus and Form S-4 prepared by such party, and shall use its reasonable best efforts to furnish to the other party information relating to it and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4. All of the parties hereto shall cause the Proxy Statement/Prospectus and Form S-4 to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act and (iii) the rules and regulations of the NYSE and the PCX. The Company or New Diamond, as if appropriate, shall provide audited financial statements for inclusion in the Proxy Statement/Prospectus and Form S-4 as and to the extent required under applicable Law and SEC regulations. (b) Each of the Company and Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after cause such filing and to maintain the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act and the Securities Act until such time. The Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus amendment or supplement to be mailed to the Company’s stockholders, and Parent shall use its reasonable best efforts to cause shareholders of the Proxy Statement/Prospectus to be mailed to Parent’s stockholders, in each case Company as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, and the Company shall furnish all information concerning the Company and the holders of the Company Shares as may be reasonably requested in connection with any such actionpracticable. (c) No filing of, or amendment or supplement to, the Form S-4 will be made by New Diamond or Parent, and no filing of, or amendment or supplement to the Proxy Statement/ Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel a reasonable opportunity to review and comment thereon. (d) Each of the parties agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement/Prospectus or the Form S-4 will, at the date such document is first mailed to the stockholders of the relevant party and at the time of such party’s meeting of stockholders relating to the Mergers, 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. For purposes of the foregoing, it is understood and agreed that information concerning or related to the Company or any Company Subsidiary will be deemed to have been supplied by the Company and information concerning or related to Parent or Acquisition Sub will be deemed to have been supplied by Parent. (e) Each of Parent and the Company agree to correct any information provided by it for use in the Proxy Statement/Prospectus or Form S-4 which shall have become false or misleading. The parties shall as soon as reasonably practicable notify each other of the receipt of any comments from or other correspondence with the SEC staff with respect to the Proxy Statement/Prospectus or Form S-4 and any request by the SEC for any amendment to the Proxy Statement/Prospectus or Form S-4 or for additional information (and promptly deliver a copy of such comments, correspondence or request to each other). Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Shares issuable in connection with the Mergers for offering or sale in any jurisdiction. (f) Each of the Company and Parent shall use its reasonable best efforts to cause to be delivered to the other party a letter of its independent auditors, dated (i) the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed to the other party, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Form S-4.

Proxy Statement. (a) As promptly as reasonably practicable following After the date of this Agreement, (i) the Company and Parent shall prepare a proxy statement to be sent to the stockholders of the Company and Parent in connection with the Company Stockholder Meeting and the Parent Stockholder Meeting (such proxy statement, as amended or supplemented, the “Proxy Statement/Prospectus”), and (ii) Parent (andAppointment Date, if necessaryrequired, New Diamond) Parent and Company shall jointly prepare and shall file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Form S-4”), in which document or documents that will constitute the Proxy Statement/Prospectus will be included . Parent or Company, as a prospectusthe case may be, shall furnish all information concerning Parent or Company as the other party may reasonably request in connection with the registration under the Securities Act of the New Diamond shares to be issued to the stockholders of the Company in connection with the Diamond Merger such actions and the Parent Shares to be issued to the stockholders of New Diamond in connection with the payment of the aggregate Stock Consideration. Parent, New Diamond and the Company will cooperate with each other in the preparation of the Proxy Statement/Prospectus and Form S-4. Without limiting the generality of the foregoing, each of Parent, New Diamond and the Company will provide the other with a reasonable opportunity to review drafts of, and revisions toAs promptly as practicable, the Proxy Statement/Prospectus and Form S-4 prepared by such party, and Statement shall use its reasonable best efforts to furnish be mailed to the other party information relating to it and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4stockholders of Company. All Each of the parties hereto shall cause the Proxy Statement/Prospectus and Form S-4 Statement to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act and Act, (iii) the rules and regulations of the NYSE and (iv) the PCX. The Company or New Diamond, as appropriate, shall provide audited financial statements for inclusion in rules and regulations of the Proxy Statement/Prospectus and Form S-4 as and to the extent required under applicable Law and SEC regulationsNasdaq. (b) Each The Proxy Statement shall include the approval of this Agreement and the Merger and the recommendation of the Board of Directors of Company and Parent shall use reasonable best efforts to have Company's stockholders that they vote in favor of adoption of this Agreement, subject to the Form S-4 declared effective under right of the Securities Act as promptly as practicable after such filing Board of Directors of Company to withdraw its recommendation and to maintain recommend a Superior Proposal determined to be such in compliance with Section 6.4 of this Agreement; provided, however, that the effectiveness Board of Directors of Company shall submit this Agreement to Company's stockholders whether or not at any time subsequent to the Form S-4 through the Effective Time and to ensure date hereof such board determines that it complies can no longer make such recommendation; provided, further, that nothing in all material respects with the applicable provisions of the Exchange Act and the Securities Act until such time. The Company this Agreement shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders, and Parent shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Parent’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, and prevent the Company shall furnish all information concerning Board from withholding, withholding, amending or modifying its recommendation if the Company and the holders of the Company Shares as may be reasonably requested Board determines in connection good faith (after consultation with any such actionits outside legal counsel) that its fiduciary duties under applicable Law require it to do so. (c) No filing of, or amendment or supplement to, the Form S-4 will be made by New Diamond or Parent, and no filing of, or amendment or supplement to the Proxy Statement/ Prospectus will Statement shall be made by without the Company approval of Parent and Company, which approval shall not be unreasonably withheld or Parent, in each case, without providing the other party and its respective counsel a reasonable opportunity to review and comment thereon. (d) delayed. Each of the parties agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement/Prospectus or the Form S-4 will, at the date such document is first mailed to the stockholders of the relevant party and at the time of such party’s meeting of stockholders relating to the Mergers, 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. For purposes of the foregoing, it is understood and agreed that information concerning or related to the Company or any Company Subsidiary will be deemed to have been supplied by the Company and information concerning or related to Parent or Acquisition Sub will be deemed to have been supplied by Parent. (e) Each of Parent and the Company agree to correct any information provided by it for use in the Proxy Statement/Prospectus or Form S-4 which hereto shall have become false or misleading. The parties shall as soon as reasonably practicable notify each other of the receipt of any comments from or other correspondence with the SEC staff with respect to the Proxy Statement/Prospectus or Form S-4 and any request by the SEC for any amendment to the Proxy Statement/Prospectus or Form S-4 or for additional information (and promptly deliver a copy of such comments, correspondence or request to each other). Parent will advise the Companyother parties hereto, promptly after it receives notice thereof, of any request by the time when the Form S-4 has become effective, the issuance of any stop order or the suspension SEC for amendment of the qualification of Proxy Statement or comments thereon and responses thereto or requests by the Parent Shares issuable in connection with the Mergers SEC for offering or sale in any jurisdictionadditional information. (f) Each of the Company and Parent shall use its reasonable best efforts to cause to be delivered to the other party a letter of its independent auditors, dated (i) the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed to the other party, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Form S-4.

Proxy Statement. (a) As promptly as reasonably practicable following after the date execution of this Agreement, (i) Parent, Merger Sub and the Company shall jointly prepare and Parent the Company shall prepare a file with the SEC the proxy statement of the Company (the "Proxy Statement") relating to the special meeting of the Company's stockholders (the "Company Stockholders Meeting") to be sent held to consider approval and adoption of this Agreement and the Merger. Substantially contemporaneously with the filing of the Proxy Statement with the SEC, copies of the Proxy Statement shall be provided to the National Association of Securities Dealers, Inc. ("NASD"). Parent, Merger Sub or the Company, as the case may be, shall furnish all information concerning Parent, Merger Sub or the Company as the other party may reasonably request in connection with such actions and the preparation of the Proxy Statement and any other filings required to be made in connection within this Agreement and the transactions contemplated hereby (collectively, the "Other Filings"). As promptly as practicable the Proxy Statement will be mailed to the stockholders of the Company. The Company and Parent in connection with the Company Stockholder Meeting and the Parent Stockholder Meeting (such proxy statement, as amended or supplemented, the “Proxy Statement/Prospectus”), and (ii) Parent (and, if necessary, New Diamond) shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Form S-4”), in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the New Diamond shares to be issued to the stockholders of the Company in connection with the Diamond Merger and the Parent Shares to be issued to the stockholders of New Diamond in connection with the payment of the aggregate Stock Consideration. Parent, New Diamond and the Company will cooperate with each other in the preparation of the Proxy Statement/Prospectus and Form S-4. Without limiting the generality of the foregoing, each of Parent, New Diamond and the Company will provide the other with a reasonable opportunity to review drafts of, and revisions to, the Proxy Statement/Prospectus and Form S-4 prepared by such party, and shall use its reasonable best efforts to furnish to the other party information relating to it and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4. All of the parties hereto shall cause the Proxy Statement/Prospectus Statement and Form S-4 the Other Filings to be filed by it to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, including Sections 14(a) and 14(d) thereof and the respective regulations promulgated thereunder, (ii) the Securities Act and of 1933, as amended (the "Securities Act"), (iii) the rules and regulations of the NYSE NASD and the PCX(iv) Delaware Corporate Law. The Company or New Diamond, as appropriate, Proxy Statement shall provide audited financial statements for inclusion in include the Proxy Statement/Prospectus and Form S-4 as and to recommendation of the extent required under applicable Law and SEC regulations. (b) Each Board of Directors of the Company and Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain the effectiveness stockholders of the Form S-4 through Company that such stockholders vote in favor of the adoption of this Agreement and the Merger; provided, however, that subject to Section 5.10(b), the Board of Directors of the Company may, at any time prior to the Effective Time and to ensure Time, withdraw, modify or change any such recommendation if the Board of Directors of the Company determines in its good faith judgment that it complies is required to do so in all material respects order to comply with the applicable provisions of the Exchange Act and the Securities Act until such time. The Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed duties to the Company’s stockholders, and Parent shall use its reasonable best efforts to cause the 's shareholders under applicable Law. The Proxy Statement/Prospectus to be mailed to Parent’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, and the Company shall furnish all information concerning the Company and the holders Statement will include a copy of the Company Shares as may be reasonably requested in connection with any such action. (c) written opinion of Deutsche Banc Alex. Brow▇. No filing of, or amendment or supplement to, the Form S-4 will be made by New Diamond or Parent, and no filing of, or amendment or supplement to the Proxy Statement/ Prospectus Statement will be made without the approval of each of Parent, Merger Sub and the Company, which approval shall not be unreasonably withheld or delayed, unless such amendment or supplement to the Proxy Statement is required to be made by the Company or under applicable Laws. Each of Parent, in each case, without providing the other party and its respective counsel a reasonable opportunity to review and comment thereon. (d) Each of the parties agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement/Prospectus or the Form S-4 will, at the date such document is first mailed to the stockholders of the relevant party and at the time of such party’s meeting of stockholders relating to the Mergers, 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. For purposes of the foregoing, it is understood and agreed that information concerning or related to the Company or any Company Subsidiary will be deemed to have been supplied by the Company and information concerning or related to Parent or Acquisition Merger Sub will be deemed to have been supplied by Parent. (e) Each of Parent and the Company agree to correct any information provided by it for use in the Proxy Statement/Prospectus or Form S-4 which shall have become false or misleading. The parties shall as soon as reasonably practicable notify each other of the receipt of any comments from or other correspondence with the SEC staff with respect to the Proxy Statement/Prospectus or Form S-4 and any request by the SEC for any amendment to the Proxy Statement/Prospectus or Form S-4 or for additional information (and promptly deliver a copy of such comments, correspondence or request to each other). Parent will advise the Companyother, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Shares issuable in connection with the Mergers for offering or sale in any jurisdiction. (f) Each of the Company and Parent shall use its reasonable best efforts to cause to be delivered to the other party a letter of its independent auditors, dated (i) the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed to the other party, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Form S-4.notice

Proxy Statement. (a) As promptly as reasonably practicable following after the date execution of this Agreement, (i) the Company shall, in consultation with Parent and Parent Merger Sub, prepare and the Company shall prepare a file with the SEC the proxy statement to be sent to the stockholders of the Company and Parent in connection (together with the Company Stockholder Meeting and the Parent Stockholder Meeting (such proxy statement, as amended any amendment or supplementedsupplements thereto, the “Proxy Statement/Prospectus”), and ) relating to the special meeting of the Company’s shareholders (ii) Parent (and, if necessary, New Diamond) shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Form S-4Company Shareholders Meeting”), in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the New Diamond shares ) to be issued held to the stockholders consider approval and adoption of the Company in connection with the Diamond Merger this Agreement and the Parent Shares to be issued to the stockholders of New Diamond in connection with the payment of the aggregate Stock Consideration. Parent, New Diamond and the Company will cooperate with each other in the preparation of the Proxy Statement/Prospectus and Form S-4. Without limiting the generality of the foregoing, each of Parent, New Diamond and the Company will provide the other with a reasonable opportunity to review drafts of, and revisions to, the Proxy Statement/Prospectus and Form S-4 prepared by such party, Merger and shall use its reasonable best efforts to furnish cause the Proxy Statement to be filed with the SEC within 30 days of the date hereof. Substantially contemporaneously with the filing of the Proxy Statement with the SEC, copies of the Proxy Statement shall be provided to the National Association of Securities Dealers, Inc. (“NASD”). Parent or the Company, as the case may be, shall furnish all information concerning itself that is required to be included in the Proxy Statement and any other party information relating filings required to it be made with he SEC in connection within this Agreement and its affiliates the transactions contemplated hereby (the “Other Filings”). As promptly as necessary practicable after the Company is notified that the SEC has no further comments to prepare the Proxy Statement/Prospectus and Form S-4. All , the Proxy Statement shall be mailed to the shareholders of the parties hereto Company as of the record date established for the Company Shareholders Meeting. The Company shall cause the Proxy Statement/Prospectus Statement and Form S-4 the Other Filings to be filed by it to comply as to form and substance as to such party in all material respects with the applicable requirements of Law, including (i) the Exchange Act, including Sections 14 thereof and the respective regulations promulgated thereunder, (ii) the Securities Act and Act, (iii) the rules and regulations of the NYSE NASD and (iv) the PCX. The Company or New Diamond, as appropriate, shall provide audited financial statements for inclusion in the Proxy Statement/Prospectus and Form S-4 as and to the extent required under applicable Law and SEC regulationsNJBCA. (b) Each The Proxy Statement shall include the recommendation of the Board of Directors of the Company and Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act and the Securities Act until such time. The Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders, and Parent shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Parent’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, and the Company shall furnish all information concerning the Company and the holders shareholders of the Company Shares as may be reasonably requested that they vote in connection with favor of the adoption of this Agreement and the Merger; provided, however, that subject to Section 7.5(b), the Board of Directors of the Company may, at any time prior to the Effective Time, withdraw, modify or change any such actionrecommendation if the Board of Directors of the Company makes an Adverse Recommendation Change in accordance with Section 5.7. In addition, the Proxy Statement and the Proxy Materials will include a copy of the Merger Agreement and the written opinion of the Company Financial Advisor referred to in Section 3.19. (c) No filing of, or amendment or supplement to, the Form S-4 will be made by New Diamond or Parent, and no filing of, or amendment or supplement to the Proxy Statement/ Prospectus Statement will be made without the approval of each of Parent and the Company, which approval shall not be unreasonably withheld or delayed, unless such amendment or supplement to the Proxy Statement is required to be made by the Company under applicable Laws. Each of Parent and the Company will (i) advise the other, promptly after it receives notice thereof, or Parent, in each case, without providing of any request by the SEC or the NASD for amendment of the Proxy Statement and the Other Filings or comments thereon and responses thereto or requests by the SEC for additional information and (ii) provide the other party with copies of all filings made with the SEC and its respective counsel all correspondence (including comment letters) between the Company and the SEC with respect to the Proxy Statement. The Company, Parent and Merger Sub shall cooperate and consult with each other in preparation of the Proxy Statement and the Company will provide Parent and Merger Sub a reasonable opportunity to for review and comment thereonon the draft proxy statement (including each amendment or supplement thereto) and the Other Filings. The Company, Parent and Merger Sub shall use their reasonable best efforts to resolve all comments from the SEC with respect to the Proxy Statement as promptly as practicable. (d) Each of the parties agrees that none of the The information supplied or to be supplied by it the Company for inclusion or incorporation by reference in the Proxy Statement/Prospectus or the Form S-4 willStatement shall not, at (i) the date such document time the Proxy Materials (or any amendment thereof or supplement thereto) is first mailed to the stockholders shareholders of the relevant party and at Company, (ii) the time of such party’s meeting of stockholders relating to the MergersCompany Shareholders’ Meeting, and (iii) the Effective Time, 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 the light of the circumstances under which they are made, Proxy Statement not misleading. For purposes of If at any time prior to the foregoing, it is understood and agreed that information concerning Effective Time any event or related circumstance relating to the Company or any Company Subsidiary will Subsidiary, or their respective officers or directors, should be deemed to have been supplied discovered by the Company that should be set forth in an amendment or a supplement to the Proxy Statement, the Company shall promptly inform Merger Sub. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated hereby will comply as to form and information concerning or related to Parent or Acquisition Sub will be deemed to have been supplied by Parentsubstance in all material respects with the applicable requirements of the NJBCA, the Securities Act and the Exchange Act. (e) Each of The information supplied by Parent and the Company agree to correct any information provided by it for use inclusion in the Proxy Statement/Prospectus Statement shall not, at (i) the time the Proxy Materials (or Form S-4 which shall have become false any amendment of or supplement to the Proxy Materials) are first mailed to the shareholders the Company, (ii) the time of the Company Shareholders Meeting, and (iii) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated in the Proxy Statement or necessary in order to make the statements in the Proxy Statement not misleading. The parties shall as soon as reasonably practicable notify each other If, at any time prior to the Effective Time, any event or circumstance relating to Parent or any subsidiary of the receipt of any comments from Parent, or other correspondence with the SEC staff with respect their respective officers or directors, should be discovered by Parent that should be set forth in an amendment or a supplement to the Proxy Statement/Prospectus or Form S-4 and any request by , Parent shall promptly inform the Company. All documents that Parent is responsible for filing with the SEC for any amendment to the Proxy Statement/Prospectus or Form S-4 or for additional information (and promptly deliver a copy of such comments, correspondence or request to each other). Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Shares issuable in connection with the Mergers for offering or sale transactions contemplated hereby will comply as to form and substance in any jurisdictionall material respects with the applicable requirements of the NJBCA, the Securities Act and the Exchange Act. (f) Each of the Company The information supplied by any party for inclusion in another party’s Other Filing will be true and Parent correct in all material respects and shall use its reasonable best efforts not fail to cause state any material fact required to be delivered stated in the Other Filing or necessary in order to make the other party a letter of its independent auditors, dated (i) statements in the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed to the other party, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Form S-4Other Filing not misleading.

Proxy Statement. (a) As The Company, in consultation with the Purchasers, shall use all commercially reasonable efforts to prepare and file with the Commission, as promptly as reasonably practicable following after the date hereof, preliminary proxy materials with respect to a meeting of the stockholders (the “Annual Meeting”) for the purpose of approving the issuance and sale of the Purchased Securities hereunder and all transactions contemplated by this Agreement; provided, however, that, prior to filing any such preliminary proxy materials with the Commission, the Company shall afford the Purchasers reasonable opportunity (which shall not be less than two (2) Business Days) to review and comment on any such preliminary proxy materials; and provided, further, that the Company shall not file any preliminary proxy materials to which the Purchasers reasonably object. Thereafter, the Company, in consultation with the Purchasers, shall promptly file with the Commission the definitive proxy statement and, acting through the Board, (i) call an Annual Meeting to be held as soon as reasonably practicable after the date hereof and in no event later than 45 days after the earlier of (a) receiving notification that the Commission is not reviewing the preliminary proxy materials and (b) the conclusion of any Commission review of the preliminary proxy materials, for the purpose of voting upon the approval of the sale of Purchased Securities hereunder and all transactions contemplated by this Agreement and (ii) subject to Section 5.07(e) hereof, include in the proxy statement the recommendation of the Board that holders of the Common Stock approve the Company Proposals; and Parent provided, however, that, prior to filing any such definitive proxy statement with the Commission, the Company shall prepare a afford the Purchasers reasonable opportunity (which shall not be less than two (2) Business Days) to review and comment on any change reflected in such definitive proxy statement; provided, further, that the Company shall not file any definitive proxy statement to which the Purchasers reasonably objected. Neither prior to nor at the Annual Meeting shall the Company put forth any matter, other than those matters relating to transactions expressly contemplated by this Agreement and the election of directors, to the holders of Common Stock for their approval without the prior written consent of Advent. (a) Each of the Company, on the one hand, and each of the Purchasers, severally and not jointly, on the other hand, hereby agrees that the information provided and to be sent provided by it specifically for use in the preliminary proxy material and the definitive proxy statement shall not, on the date upon which the definitive proxy statement is mailed to the stockholders of the Company and Parent in connection with or on the Company Stockholder Meeting and the Parent Stockholder Meeting (such proxy statement, as amended or supplemented, the “Proxy Statement/Prospectus”), and (ii) Parent (and, if necessary, New Diamond) shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Form S-4”), in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act date of the New Diamond shares to be issued to the stockholders of the Company in connection with the Diamond Merger and the Parent Shares to be issued to the stockholders of New Diamond in connection with the payment of the aggregate Stock Consideration. Parent, New Diamond and the Company will cooperate with each other in the preparation of the Proxy Statement/Prospectus and Form S-4. Without limiting the generality of the foregoing, each of Parent, New Diamond and the Company will provide the other with a reasonable opportunity to review drafts of, and revisions to, the Proxy Statement/Prospectus and Form S-4 prepared Annual Meeting contemplated by such party, and shall use its reasonable best efforts to furnish to the other party information relating to it and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4. All of the parties hereto shall cause the Proxy Statement/Prospectus and Form S-4 to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act and (iii) the rules and regulations of the NYSE and the PCX. The Company or New Diamond, as appropriate, shall provide audited financial statements for inclusion in the Proxy Statement/Prospectus and Form S-4 as and to the extent required under applicable Law and SEC regulations. (b) Each of the Company and Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act and the Securities Act until such time. The Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders, and Parent shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Parent’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, and the Company shall furnish all information concerning the Company and the holders of the Company Shares as may be reasonably requested in connection with any such action. (c) No filing of, or amendment or supplement to, the Form S-4 will be made by New Diamond or Parent, and no filing of, or amendment or supplement to the Proxy Statement/ Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel a reasonable opportunity to review and comment thereon. (d) Each of the parties agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement/Prospectus or the Form S-4 will, at the date such document is first mailed to the stockholders of the relevant party and at the time of such party’s meeting of stockholders relating to the Mergers, this Agreement 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 were made, not misleading. For purposes The Company and each of the foregoing, it is understood and agreed that information concerning or related to the Company or any Company Subsidiary will be deemed to have been supplied by the Company and information concerning or related to Parent or Acquisition Sub will be deemed to have been supplied by Parent. (e) Each of Parent and the Company agree Purchasers agrees to correct promptly any such information provided by it for use in the Proxy Statement/Prospectus or Form S-4 which that shall have become false or misleading. The parties misleading in any material respect, and the Company shall as soon as reasonably practicable notify each other of the receipt of any comments from or other correspondence take all steps necessary to file with the SEC staff with respect Commission any amendment or supplement to the Proxy Statement/Prospectus or Form S-4 definitive proxy statement so as to correct the same and any request by the SEC for any amendment to cause such definitive proxy statement as so corrected to be disseminated to the Proxy Statement/Prospectus or Form S-4 or for additional information (and promptly deliver a copy of such comments, correspondence or request Company’s stockholders to each other). Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Shares issuable in connection with the Mergers for offering or sale in any jurisdictionextent required by applicable law. (fb) Each of Any proxy solicitation materials prepared and filed by the Company and Parent shall use its reasonable best efforts to cause to be with the Commission and/or delivered to the other party a letter Company’s stockholders pursuant to this Section 6.04, including the preliminary proxy materials and definitive proxy statement to be filed in accordance with this Section 6.04, shall comply as to form in all material respects with the provisions of its independent auditors, dated (i) the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed to the other party, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Form S-4Exchange Act.

Proxy Statement. (a) As promptly as reasonably practicable following the date of this Agreement, (i) the Company 14.6.1 Purchaser has prepared and Parent shall prepare a proxy statement to be sent to the stockholders of the Company and Parent in connection with the Company Stockholder Meeting and the Parent Stockholder Meeting (such proxy statement, as amended or supplemented, the “Proxy Statement/Prospectus”), and (ii) Parent (and, if necessary, New Diamond) shall prepare and file filed with the SEC a registration proxy statement on Form S-4 (herein, together with all any amendments thereof or supplements thereto, the “Form S-4”"PROXY STATEMENT") relating to the meeting of Purchaser's stockholders (herein "PURCHASER STOCKHOLDERS' MEETING") to be held to consider approval of the issuance of the Consideration Shares in accordance with this Agreement (herein the "PURCHASER STOCK ISSUANCE"), in which . Purchaser shall use all reasonable efforts to cause the Proxy Statement/Prospectus will Statement to be included cleared by the SEC as a prospectuspromptly as practicable after such filing, and Purchaser shall use all best efforts to cause the Proxy Statement to be mailed to Purchaser's stockholders as promptly as practicable after the Proxy Statement is cleared by the SEC. Seller shall furnish all information concerning Seller that Purchaser may reasonably request in connection with the registration under the Securities Act of the New Diamond shares to be issued to the stockholders of the Company in connection with the Diamond Merger such actions and the Parent Shares to be issued to the stockholders of New Diamond in connection with the payment of the aggregate Stock Consideration. Parent, New Diamond and the Company will cooperate with each other in the preparation of the Proxy Statement/Prospectus and Form S-4. Without limiting , including, without limitation, the generality Business Financial Statements to be prepared pursuant to Section 12.4 above. 14.6.2 The Proxy Statement shall include the recommendation of the foregoing, each Board of Parent, New Diamond and the Company will provide the other with a reasonable opportunity to review drafts of, and revisions to, the Proxy Statement/Prospectus and Form S-4 prepared by such party, and shall use its reasonable best efforts to furnish Directors of Purchaser to the other party information relating to it and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4. All stockholders of Purchaser in favour of approval of the parties hereto shall cause Purchaser Stock Issuance; provided, however, that the Proxy Statement/Prospectus and Form S-4 Board of Directors of Purchaser may, at any time prior to comply as to form and substance as to the Purchaser Stockholders' Meeting, withdraw, modify or change any such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act and (iii) the rules and regulations of the NYSE and the PCX. The Company or New Diamond, as appropriate, shall provide audited financial statements for inclusion in the Proxy Statement/Prospectus and Form S-4 as and recommendation to the extent required that the Board of Directors of Purchaser determines in good faith after consultation with independent legal counsel that the failure to so withdraw, modify or change its recommendation would cause the Board of Directors of the Purchaser to breach its fiduciary duties to Purchaser's stockholders under applicable Law and SEC regulationslaw. (b) Each 14.6.3 Purchaser will advise Seller of any request by the SEC for amendment of the Company Proxy Statement or comments thereon and Parent shall use reasonable best efforts responses thereto or requests by the SEC for additional information and will consult with Seller with respect to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act and the Securities Act until such time. The Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders, and Parent shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Parent’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, and the Company shall furnish all information concerning the Company and the holders of the Company Shares as may be reasonably requested in connection with any such action. (c) No filing of, or amendment or supplement to, the Form S-4 will be made by New Diamond or Parent, and no filing of, or amendment or supplement to the Proxy Statement/ Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel a reasonable opportunity to review and comment thereonStatement. (d) Each of the parties agrees that none of the 14.6.4 The information supplied or to be supplied by it Seller for inclusion or incorporation by reference in the Proxy Statement/Prospectus or the Form S-4 willStatement shall not, at (i) the date such document time the Proxy Statement is cleared by the SEC, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the relevant party Purchaser, and at (iii) the time of such party’s meeting of stockholders relating to the MergersPurchaser Stockholders' Meeting, 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 the light of the circumstances under which they are were made, not misleading. For purposes of the foregoingIf, it is understood and agreed that information concerning or related at any time prior to the Company Purchaser Stockholders' Meeting, any event or any Company Subsidiary will circumstance relating to Seller, or its officers or directors, should be deemed to have been supplied discovered by the Company and information concerning Seller which should be set forth in an amendment or related to Parent or Acquisition Sub will be deemed to have been supplied by Parent. (e) Each of Parent and the Company agree to correct any information provided by it for use in the Proxy Statement/Prospectus or Form S-4 which shall have become false or misleading. The parties shall as soon as reasonably practicable notify each other of the receipt of any comments from or other correspondence with the SEC staff with respect a supplement to the Proxy Statement/Prospectus or Form S-4 and any request , Seller shall promptly inform Purchaser. 14.6.5 The information supplied by Purchaser for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Statement is cleared by the SEC for SEC, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Purchaser, and (iii) the time of the Purchaser Stockholders' Meeting, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Purchaser Stockholders' Meeting, any event or circumstance relating to Purchaser, or its officers or directors, should be discovered by Purchaser which should be set forth in an amendment or a supplement to the Proxy Statement/Prospectus , Purchaser shall promptly inform Seller, and shall promptly arrange for all necessary actions to be taken to amend or Form S-4 supplement the Proxy Statement, and if required, distribute such amendment or supplement to the Purchaser's stockholders as soon as practicable. All documents that Purchaser is responsible for additional information (and promptly deliver a copy of such comments, correspondence or request to each other). Parent will advise filing with the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Shares issuable SEC in connection with the Mergers for offering or sale in any jurisdiction. (f) Each of the Company and Parent shall use its reasonable best efforts transactions contemplated by this Agreement will comply as to cause to be delivered to the other party a letter of its independent auditors, dated (i) the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed to the other party, in form and substance customary for “comfort” letters delivered by independent public accountants in connection all material respects with registration statements similar to the Form S-4applicable requirements of the Exchange Act.

Proxy Statement. (a) As promptly as reasonably practicable following the date of this Agreement, (i) the Company and Parent shall prepare a proxy statement to be sent to the stockholders of the Company and Parent in connection with the Company Stockholder Meeting and the Parent Stockholder Meeting (such proxy statement, as amended or supplemented, the “Proxy Statement/Prospectus”), and (ii) Parent (and, if necessary, New Diamond) shall prepare and file the Proxy Statement with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Form S-4”), in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the New Diamond shares to be issued to the stockholders of the Company in connection with the Diamond Merger and the Parent Shares to be issued to the stockholders of New Diamond in connection with the payment of the aggregate Stock Consideration. Parent, New Diamond and the Company will cooperate with each other in the preparation of the Proxy Statement/Prospectus and Form S-4. Without limiting the generality of the foregoing, each of Parent, New Diamond and the Company will provide the other with a reasonable opportunity to review drafts of, and revisions to, the Proxy Statement/Prospectus and Form S-4 prepared by such party, and shall use its reasonable best efforts to furnish to the other party information relating to it and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4. All of the parties hereto shall cause the Proxy Statement/Prospectus and Form S-4 to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act and (iii) the rules and regulations of the NYSE and the PCX. The Company or New Diamond, as appropriate, shall provide audited financial statements for inclusion in the Proxy Statement/Prospectus and Form S-4 as and to the extent required under applicable Law and SEC regulations. (b) Each of the Company and Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act and the Securities Act until such timeSEC. The Company shall use its reasonable best efforts to (i) respond to any comments on the Proxy Statement or requests for additional information from the SEC with respect thereto as soon as practicable after receipt of any such comments or requests and (ii) cause the Proxy Statement/Prospectus Statement to be mailed to the Company’s stockholders, and Parent shall use its reasonable best efforts to cause stockholders of the Proxy Statement/Prospectus to be mailed to Parent’s stockholders, in each case Company as promptly as practicable after following the Form S-4 is declared effective under date of this Agreement. The Company shall promptly (A) notify Parent upon the Securities Act. receipt of any such comments or requests and (B) provide Parent with copies of all correspondence between the Company and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection with its Representatives, on the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicableone hand, and the Company shall furnish all information concerning SEC and its staff, on the Company and the holders of the Company Shares as may be reasonably requested in connection other hand, with any such action. (c) No filing of, or amendment or supplement to, the Form S-4 will be made by New Diamond or Parent, and no filing of, or amendment or supplement respect to the Proxy Statement/ Prospectus will be made by Statement. Prior to responding to any such comments or requests or the filing or mailing of the Proxy Statement, (x) the Company or Parent, in each case, without providing the other party and its respective counsel shall provide Parent with a reasonable opportunity to review and comment thereonon any drafts of the Proxy Statement and related correspondence and filings, (y) the Company shall include in such drafts, correspondence and filings all comments reasonably proposed by Parent and (z) to the extent practicable, the Company and its outside counsel shall permit Parent and its outside counsel to participate in all communications with the SEC and its staff (including all meetings and telephone conferences) relating to the Proxy Statement, this Agreement or any of the transactions contemplated hereby. Subject to Section 5.2(d), the Proxy Statement shall include the Company Recommendation and a copy of the written opinions of the Company Financial Advisors referred to in Section 3.23. (db) Each If at any time prior to the Effective Time any event shall occur, or fact or information shall be discovered by Parent or the Company, that should be set forth in an amendment of the parties agrees that none of the information supplied or a supplement to be supplied by it for inclusion or incorporation by reference in the Proxy Statement/Prospectus , the party which discovers such information shall promptly notify the other parties hereto, and the Company shall, in accordance with the procedures set forth in Section 5.9(a), prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable and to the Form S-4 willextent required by applicable Law, at the date cause such document is first mailed amendment or supplement to be distributed to the stockholders of the relevant party and at the time of such party’s meeting of stockholders relating to the Mergers, 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. For purposes of the foregoing, it is understood and agreed that information concerning or related to the Company or any Company Subsidiary will be deemed to have been supplied by the Company and information concerning or related to Parent or Acquisition Sub will be deemed to have been supplied by ParentCompany. (e) Each of Parent and the Company agree to correct any information provided by it for use in the Proxy Statement/Prospectus or Form S-4 which shall have become false or misleading. The parties shall as soon as reasonably practicable notify each other of the receipt of any comments from or other correspondence with the SEC staff with respect to the Proxy Statement/Prospectus or Form S-4 and any request by the SEC for any amendment to the Proxy Statement/Prospectus or Form S-4 or for additional information (and promptly deliver a copy of such comments, correspondence or request to each other). Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Shares issuable in connection with the Mergers for offering or sale in any jurisdiction. (f) Each of the Company and Parent shall use its reasonable best efforts to cause to be delivered to the other party a letter of its independent auditors, dated (i) the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed to the other party, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Form S-4.

Proxy Statement. (a) As promptly as reasonably practicable following the date of this Agreement, (i) the Company and Parent shall prepare and file with the SEC, a proxy statement to be sent to the stockholders in preliminary form of the Company and Parent in connection with type contemplated by Regulation 14A promulgated under the Company Stockholder Meeting and the Parent Stockholder Meeting Exchange Act (such proxy statement, as amended or supplemented, the “Proxy Statement/Prospectus”)) in order to facilitate the solicitation by Parent of proxies from Parent’s stockholders to approve at the Parent Special Meeting, by the requisite vote of Parent’s stockholders under the DGCL, Parent’s Organizational Documents, and (ii) Parent (and, if necessary, New Diamond) shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Form S-4”), in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the New Diamond shares to be issued to the stockholders of the Company in connection with the Diamond Merger and the Parent Shares to be issued to the stockholders of New Diamond in connection with the payment of the aggregate Stock Consideration. Parent, New Diamond and the Company will cooperate with each other in the preparation of the Proxy Statement/Prospectus and Form S-4. Without limiting the generality of the foregoing, each of Parent, New Diamond and the Company will provide the other with a reasonable opportunity to review drafts of, and revisions to, the Proxy Statement/Prospectus and Form S-4 prepared by such party, and shall use its reasonable best efforts to furnish to the other party information relating to it and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4. All of the parties hereto shall cause the Proxy Statement/Prospectus and Form S-4 to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act and (iii) the rules and regulations of the NYSE New York Stock Exchange and applicable Laws (the PCX. The Company or New Diamond, “Requisite Parent Stockholder Vote”): (1) the issuance of Parent Common Stock as appropriate, shall provide audited financial statements for inclusion consideration in the Proxy Statement/Prospectus and Form S-4 as and transactions contemplated hereby pursuant to the extent required under applicable Law requirements of Rule 312.03 in the New York Stock Exchange Listed Company Manual, and SEC regulations. (b2) Each any other proposals the Parties deem necessary or desirable to consummate the transactions contemplated hereby (collectively, the “Parent Stockholder Matters”). Without the prior written consent of the Company and (such consent not to be unreasonably withheld, conditioned or delayed), the Parent Stockholder Matters shall be the only matters (other than procedural matters) which Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act and the Securities Act until such time. The Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus propose to be mailed to acted on by the CompanyParent’s stockholders, and stockholders at the Parent Special Meeting. Parent shall use its reasonable best efforts to file the preliminary Proxy Statement within thirty (30) days following the date of this Agreement. (b) Parent shall use its reasonable best efforts to (i) cause the Proxy Statement/Prospectus , when filed with the SEC, to comply with all legal requirements applicable thereto, including the applicable requirements of the Exchange Act and the rules and regulations thereunder, (ii) promptly provide responses to the SEC with respect to all comments received on Proxy Statement from the SEC, and (iii) cause the Proxy Statement to be mailed to Parent’s stockholders, in each case cleared by the SEC as promptly as practicable after such filing. Parent shall cause the Form S-4 definitive Proxy Statement to be mailed to its stockholders as of the applicable record date as promptly as practicable (and in any event within three (3) Business Days) following the earlier of (x) in the event the preliminary Proxy Statement is declared effective not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Securities Act. Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares Exchange Act or (y) in the Diamond Merger and Parent Shares in event the Emerald Mergerpreliminary Proxy Statement is reviewed by the SEC, as applicablereceipt of oral or written notification of the completion of the review by the SEC (such earlier date, and the Company “Proxy Clearance Date”). Each Party shall furnish all information concerning it and its Affiliates to the Company other Party as necessary to be included in the Proxy Statement and the holders of the Company Shares shall provide such other assistance as may be reasonably requested by the other party in connection with the Proxy Statement and shall otherwise reasonably assist and cooperate with the other Party in the preparation of the Proxy Statement and the resolution of any such actioncomments received from the SEC. In furtherance of the foregoing, the Company (i) agrees to provide Parent with all information concerning the business, management, operations and financial condition of the Company, in each case, as necessary for inclusion in the Proxy Statement and as reasonably requested by Parent for inclusion in the Proxy Statement and (ii) shall cause the officers and employees of the Company to be reasonably available to Parent and its counsel in connection with the drafting of the Proxy Statement and responding in a timely manner to comments on the Proxy Statement from the SEC. (c) No filing of, or amendment or supplement to, If any information relating to the Form S-4 will be made by New Diamond Company or Parent, and no filing ofor any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which is required to be set forth in an amendment or supplement to the Proxy Statement/ Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel a reasonable opportunity to review and comment thereon. (d) Each of the parties agrees Statement so that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement/Prospectus or the Form S-4 will, at the date such document is first mailed to the stockholders of the relevant party and at the time of such party’s meeting of stockholders relating to the Mergers, contain would not include 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 the light of the circumstances under which they are were made, not misleading. For purposes , the Party which discovers such information shall promptly notify the other Party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by and in compliance with applicable Law, disseminated to the stockholders of the foregoing, it is understood and agreed that information concerning or related to Parent. Parent shall promptly notify the Company or any Company Subsidiary will be deemed to have of (i) the time when the Proxy Statement has been supplied filed, (ii) in the event the preliminary Proxy Statement is not reviewed by the Company and information concerning SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act, (iii) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or related written communication of the completion of the review by the SEC, (iv) the filing of any supplement or amendment to Parent or Acquisition Sub will be deemed to have been supplied by Parent. (e) Each of Parent and the Company agree to correct any information provided by it for use in the Proxy Statement/Prospectus or Form S-4 which shall have become false or misleading. The parties shall as soon as reasonably practicable notify each other , (v) the issuance of any stop order by the SEC, (vi) any request by the SEC for amendment of the Proxy Statement and (vii) the receipt of any comments from or other correspondence with the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall, as promptly as practicable after receipt thereof, supply the Company with copies of all written correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, or, if not in writing, a description of such communication, with respect to the Proxy Statement/Prospectus Statement or Form S-4 and any request by the SEC for any Mergers. No filing of, or amendment or supplement to the Proxy Statement/Prospectus , or Form S-4 response to any comments from the SEC or for additional information (and promptly deliver a copy of such comments, correspondence or request to each other). Parent will advise the Company, promptly after it receives notice thereof, staff of the time when SEC relating to the Form S-4 has become effectiveProxy Statement, will be made by Parent without the issuance of any stop order or the suspension of the qualification of the Parent Shares issuable in connection with the Mergers for offering or sale in any jurisdiction. (f) Each prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed) and without providing the Company a reasonable opportunity to review and comment thereon, which comments shall be considered in good faith by Parent, unless pursuant to a telephone call initiated by the SEC. Parent shall use its reasonable best efforts to cause to be delivered to include the other party a letter of its independent auditors, dated (i) Parent Recommendation in the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed to the other party, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Form S-4Proxy Statement.

Proxy Statement. (a) As promptly soon as reasonably practicable following the date of this Agreement, (i) the Company and Parent shall prepare a proxy statement to be sent to and no later than the stockholders tenth (10th) Business Day following the public announcement of the execution and delivery of this Agreement, the Company and Parent shall file with the SEC the Proxy Statement for use in connection with the Company Stockholder Meeting and the Parent Stockholder Meeting (such proxy statement, as amended or supplemented, the “Proxy Statement/Prospectus”), and (ii) Parent (and, if necessary, New Diamond) shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Form S-4”), in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act solicitation of the New Diamond shares to be issued to the stockholders proxies from shareholders of the Company in connection with the Diamond Merger and the Company Shareholders’ Meeting. The Company and Parent, as the case may be, shall furnish all information concerning the Company or Parent Shares to be issued to as the stockholders of New Diamond other party hereto may reasonably request in connection with the payment of preparation and filing with the aggregate Stock Consideration. Parent, New Diamond and the Company will cooperate with each other in the preparation SEC of the Proxy Statement/Prospectus and Form S-4. Without limiting the generality of the foregoing, each of Parent, New Diamond and the Company will provide the other with a reasonable opportunity Subject to review drafts of, and revisions toall applicable Laws, the Proxy Statement/Prospectus and Form S-4 prepared by such party, and shall use its reasonable best efforts to furnish to the other party information relating to it and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4. All of the parties hereto shall cause the Proxy Statement/Prospectus and Form S-4 to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act and (iii) the rules and regulations of the NYSE and the PCX. The Company or New Diamond, as appropriate, shall provide audited financial statements for inclusion in the Proxy Statement/Prospectus and Form S-4 as and to the extent required under applicable Law and SEC regulations. (b) Each of the Company and Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act and the Securities Act until such time. The Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus Statement to be mailed disseminated to shareholders of the Company’s stockholders, and Parent shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Parent’s stockholders, in each case Company as promptly as practicable after following the Form S-4 is declared effective under the Securities Act. Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection filing thereof with the issuance of New Diamond Shares SEC. Notwithstanding anything to the contrary set forth in the Diamond Merger and Parent Shares in the Emerald Mergerthis Agreement, as applicable, and the Company shall furnish all information concerning file with the Company SEC the definitive Proxy Statement, and shall cause the holders mailing of the Company Shares as may be reasonably requested definitive Proxy Statement to the shareholders of the Company, on or prior to the second (2nd) Business Day immediately following the later of (i) receipt and resolution of SEC comments thereon, or (ii) the expiration of the 10-day waiting period provided in connection with any such action. (cRule 14a-6(a) promulgated under the Exchange Act. No filing of, or amendment or supplement to, or correspondence with the Form S-4 will be made by New Diamond SEC or Parent, and no filing of, or amendment or supplement its staff with respect to the Proxy Statement/ Prospectus will Statement shall be made by the Company or Parent, in each case, without providing the other party and its respective counsel Parent a reasonable opportunity to review and comment thereon. (d) Each of , including in such filings, amendments, supplements and correspondence all comments reasonably proposed by Parent and receiving the parties agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement/Prospectus or the Form S-4 will, at the date such document is first mailed to the stockholders of the relevant party and at the time of such party’s meeting of stockholders relating to the Mergers, 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. For purposes of the foregoing, it is understood and agreed that information concerning or related to the Company or any Company Subsidiary will be deemed to have been supplied by the Company and information concerning or related to Parent or Acquisition Sub will be deemed to have been supplied by Parent. (e) Each approval of Parent and the Company agree to correct any information provided by it for use in the Proxy Statement/Prospectus (which approval shall not be unreasonably withheld or Form S-4 which shall have become false or misleadingdelayed). The parties Company shall as soon as reasonably practicable notify each other of the receipt of any comments from or other correspondence with the SEC staff with respect to the Proxy Statement/Prospectus or Form S-4 and any request by the SEC for any amendment to the Proxy Statement/Prospectus or Form S-4 or for additional information (and promptly deliver a copy of such comments, correspondence or request to each other). Parent will advise the CompanyParent, promptly after it receives notice thereof, of any request by the time when SEC or its staff for an amendment or revisions to the Form S-4 has become effectiveProxy Statement, or comments thereon and responses thereto, or requests by the SEC or its staff for additional information in connection therewith, and shall provide Parent with copies of all correspondence between the Company or any of its advisors or 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 other filing with the SEC. If the Company or its outside legal counsel intends to initiate a telephone conference or meet with the SEC and its staff related to the Proxy Statement, this Agreement or the Merger, the issuance Company shall so inform the Parent and solicit input on the items planned to be discussed during such telephone conference or meeting. If at any time prior to the Company Shareholders’ Meeting, any information relating to the Company or Parent, or any of their respective directors, officers or 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 does not include any stop order untrue statement of a material fact or omits to state any material fact necessary to make the suspension statements therein, in light of the qualification circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party or parties hereto, as the case may be, and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Parent Shares issuable Company. The Company shall cause the Proxy Statement to comply as to form and substance in connection all material respects with the Mergers for offering or sale in any jurisdictionapplicable requirements of the Exchange Act, California Law and the rules of the Nasdaq. (fb) Each Unless this Agreement is earlier terminated pursuant to Article VIII, subject to the terms of Section 6.2(b), the Company and Parent shall use its reasonable best efforts to cause to be delivered to include in the other party a letter of its independent auditors, dated (i) Proxy Statement the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed to the other party, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Form S-4Company Board Recommendation.

Proxy Statement. (ai) As promptly as reasonably practicable following the date execution and delivery of this Agreement, Acquiror shall, in accordance with this Section 8.02(a), and each Company Party will reasonably cooperate (iincluding causing each of their Subsidiaries and Representatives to reasonably cooperate) with Acquiror, and provide to Acquiror all information regarding such Company Party, its Affiliates and its business that is necessary therefor, to prepare and file with the Company and Parent shall prepare SEC, in preliminary form, a proxy statement in connection with the Transactions (the “Proxy Statement”) to be sent to the stockholders of Acquiror in advance of the Company and Parent in connection Special Meeting, for the purpose of, among other things: (A) providing Acquiror’s stockholders with the Company Stockholder Meeting and opportunity to redeem shares of Acquiror Common Stock by tendering such shares for redemption not later than two Business Days prior to the Parent Stockholder originally scheduled date of the Special Meeting (such proxy statementthe “Acquiror Stockholder Redemption”); and (B) soliciting proxies from holders of Acquiror Common Stock to vote at the Special Meeting, as amended may be adjourned or supplemented, the “Proxy Statement/Prospectus”), and (ii) Parent (and, if necessary, New Diamond) shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Form S-4”)postponed, in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act favor of the New Diamond shares to be issued to Acquiror Stockholder Matters. Without the stockholders prior written consent of the Company in connection with Parties, the Diamond Merger and Acquiror Stockholder Matters shall be the Parent Shares only matters (other than procedural matters) which Acquiror shall propose to be issued to acted on by the Acquiror’s stockholders of New Diamond in connection with at the payment of the aggregate Stock ConsiderationSpecial Meeting, as adjourned or postponed. Parent, New Diamond and the Company The Proxy Statement will cooperate with each other in the preparation of the Proxy Statement/Prospectus and Form S-4. Without limiting the generality of the foregoing, each of Parent, New Diamond and the Company will provide the other with a reasonable opportunity to review drafts of, and revisions to, the Proxy Statement/Prospectus and Form S-4 prepared by such party, and shall use its reasonable best efforts to furnish to the other party information relating to it and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4. All of the parties hereto shall cause the Proxy Statement/Prospectus and Form S-4 to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act SEC and (iii) the rules and regulations thereunder and remain effective as long as is necessary to consummate the Transactions. Acquiror shall (I) file the definitive Proxy Statement with the SEC and (II) cause the Proxy Statement to be mailed to its stockholders of record, as of the NYSE and record date to be established by the PCX. The Company or New DiamondAcquiror Board in accordance with Section 8.02(b), as appropriate, shall provide audited financial statements for inclusion in the Proxy Statement/Prospectus and Form S-4 as and to the extent required under applicable Law and SEC regulations. (b) Each of the Company and Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and (but in no event less than five Business Days except as otherwise required by applicable Law) following the earlier to maintain occur of: (x) if the effectiveness preliminary Proxy Statement is not reviewed by the SEC, the expiration of the Form S-4 through waiting period in Rule 14a-6(a) under the Effective Time and to ensure that it complies in all material respects with Exchange Act; or (y) if the applicable provisions preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the Exchange Act completion of the review by the SEC (such earlier date, the “Proxy Clearance Date”). ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and Acquiror will equally split the Securities Act until such time. The Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders, and Parent shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Parent’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws filing fees in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicableProxy Statement when due, and the Company actual amounts of such fees paid by Acquiror shall furnish all information concerning be deemed Acquiror Transaction Expenses, the Company actual amount of such fees paid by ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ shall be deemed ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Transaction Expenses, and the holders actual amount of the Company Shares as may such fees paid by ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ shall be reasonably requested in connection with any such actiondeemed ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Transaction Expenses. (cii) No Prior to filing ofwith the SEC, or amendment or supplement toAcquiror will make available to the Company Parties and their respective counsel drafts of the Proxy Statement and any other documents to be filed with the SEC, the Form S-4 will be made by New Diamond or Parentboth preliminary and final, and no filing of, or any amendment or supplement to the Proxy Statement/ Prospectus Statement or such other document and will be made by provide the Company or Parent, in each case, without providing the other party Parties and its their respective counsel with a reasonable opportunity to review comment on such drafts and comment thereon. (d) Each of the parties agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference shall consider such comments in the Proxy Statement/Prospectus or the Form S-4 will, at the date good faith. Acquiror shall not file any such document is first mailed to the stockholders of the relevant party and at the time of such party’s meeting of stockholders relating to the Mergers, 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. For purposes of the foregoing, it is understood and agreed that information concerning or related to the Company or any Company Subsidiary will be deemed to have been supplied by the Company and information concerning or related to Parent or Acquisition Sub will be deemed to have been supplied by Parent. (e) Each of Parent and the Company agree to correct any information provided by it for use in the Proxy Statement/Prospectus or Form S-4 which shall have become false or misleading. The parties shall as soon as reasonably practicable notify each other of the receipt of any comments from or other correspondence documents with the SEC staff with respect without the prior consent of the Company Parties (such consent not to the Proxy Statement/Prospectus be unreasonably withheld, conditioned or Form S-4 and any request by the SEC for any amendment to the Proxy Statement/Prospectus or Form S-4 or for additional information (and promptly deliver a copy of such comments, correspondence or request to each otherdelayed). Parent Acquiror will advise the Company, Company Parties promptly after it receives notice thereof, of of: (A) the time when the Form S-4 Proxy Statement has become effectivebeen filed; (B) if the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; (C) if the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC; (D) the filing of any supplement or amendment to the Proxy Statement; (E) any request by the SEC for amendment of the Proxy Statement; (F) any comments from the SEC relating to the Proxy Statement and responses thereto; (G) requests by the SEC for additional information; and (H) the issuance of any stop order or the suspension of the qualification of the Parent Shares issuable in connection with the Mergers Acquiror Common Stock for offering or sale in any jurisdictionjurisdiction or of the initiation or written threat of any proceeding for any such purpose. Acquiror shall respond to any SEC comments on the Proxy Statement as promptly as practicable and shall use its commercially reasonable efforts to have the Proxy Statement/Prospectus cleared by the SEC under the Exchange Act as promptly as practicable; provided, that prior to responding to any requests or comments from the SEC, Acquiror will make available to the Company Parties and their respective counsel drafts of any such response and provide the Company Parties and their respective counsel with a reasonable opportunity to comment on such drafts. (fiii) Each If, at any time prior to the Special Meeting, there shall be discovered any information that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the Company and Parent circumstances under which they were made, not misleading, Acquiror shall use its reasonable best efforts to cause to be delivered promptly file an amendment or supplement to the other party Proxy Statement containing such information. Each Company Party will provide to Acquiror all information regarding such Company Party, its Affiliates and its business that is necessary for any filing contemplated by the immediately preceding sentence. If, at any time prior to the Closing, a letter Company Party discovers any information, event or circumstance relating to such Company Party, its business or any of its independent auditorsAffiliates, dated officers, directors or employees that should be set forth in an amendment or a supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then such Company Party shall promptly inform Acquiror of such information, event or circumstance and provide to Acquiror all information necessary to correct any such deficiencies. (iiv) Acquiror shall make all necessary filings with respect to the date on which Transactions under the Form S-4 shall become effective Securities Act, the Exchange Act and (ii) the Closing Dateapplicable “blue sky” laws, and addressed to the other party, in form any rules and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Form S-4regulations thereunder.

Proxy Statement. (ai) As promptly as reasonably practicable following the date execution and delivery of this Agreement, (i) Acquiror shall, in accordance with this Section 8.02(a), and the Company will assist Acquiror, and Parent shall provide to Acquiror all information regarding the Company, its Affiliates and its business that is necessary therefor, to prepare and file with the SEC, in preliminary form, a proxy statement to be sent to the stockholders of the Company and Parent in connection with the Company Stockholder Meeting and the Parent Stockholder Meeting Transactions (such proxy statement, as amended or supplemented, the “Proxy Statement/Prospectus”), and (ii) Parent (and, if necessary, New Diamond) shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Form S-4”), in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the New Diamond shares to be issued sent to the stockholders of Acquiror in advance of the Special Meeting, for the purpose of, among other things: (A) providing Acquiror’s stockholders with the opportunity to redeem shares of Acquiror Class A Common Stock by tendering such shares for redemption not later than two (2) Business Days prior to the originally scheduled date of the Special Meeting (the “Acquiror Stockholder Redemption”); and (B) soliciting proxies from holders of Acquiror Class A Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of the Acquiror Stockholder Matters. Without the prior written consent of the Company, the Acquiror Stockholder Matters shall be the only matters (other than procedural matters) which Acquiror shall propose to be acted on by the Acquiror’s stockholders at the Special Meeting, as adjourned or postponed. The Proxy Statement will comply as to form and substance with the applicable requirements of the Exchange Act and the rules and regulations thereunder. Acquiror shall (I) file the definitive Proxy Statement with the SEC, (II) cause the Proxy Statement to be mailed to its stockholders of record, as of the record date to be established by the board of directors of Acquiror in accordance with Section 8.02(b), as promptly as practicable (but in no event less than five (5) Business Days except as otherwise required by applicable Law) following the earlier (a) under the Exchange Act; or (y) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC (such earlier date, the “Proxy Clearance Date”) and (III) promptly commence a “broker search” in accordance with Rule 14a-12 of the Exchange Act. (ii) Prior to filing with the SEC, Acquiror will make available to the Company in connection with the Diamond Merger and the Parent Shares to be issued to the stockholders of New Diamond in connection with the payment of the aggregate Stock Consideration. Parent, New Diamond and the Company will cooperate with each other in the preparation drafts of the Proxy Statement/Prospectus Statement and Form S-4. Without limiting any other documents to be filed with the generality of SEC, both preliminary and final, and any amendment or supplement to the foregoing, each of Parent, New Diamond Proxy Statement or such other document and the Company will provide the other Company with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. Acquiror shall not file any such documents with the SEC without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). Acquiror will advise the Company promptly after it receives notice thereof, of: (A) the time when the Proxy Statement has been filed; (B) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; (C) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review drafts of, and revisions to, by the SEC; (D) the filing of any supplement or amendment to the Proxy Statement/Prospectus ; (E) any request by the SEC for amendment of the Proxy Statement; (F) any comments from the SEC relating to the Proxy Statement and Form S-4 prepared responses thereto; and (G) requests by the SEC for additional information. Acquiror shall use its reasonable best efforts to respond to any SEC comments on the Proxy Statement as promptly as practicable (and in any event within 10 Business Days following receipt by Acquiror of any such party, SEC comments except to the extent due to the failure by the Company to timely provide information required to respond to such SEC comments) and shall use its reasonable best efforts to furnish to the other party information relating to it and its affiliates as necessary to prepare have the Proxy Statement/Prospectus and Form S-4. All of Statement cleared by the parties hereto shall cause the Proxy Statement/Prospectus and Form S-4 to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) SEC under the Exchange Act, (ii) the Securities Act and (iii) the rules and regulations of the NYSE and the PCX. The Company or New Diamond, as appropriate, shall provide audited financial statements for inclusion in the Proxy Statement/Prospectus and Form S-4 as and to the extent required under applicable Law and SEC regulations. (b) Each of the Company and Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and practicable; provided, that prior to maintain responding to any requests or comments from the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act and the Securities Act until such time. The Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed SEC, Acquiror will make available to the Company’s stockholders, Company drafts of any such response and Parent shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Parent’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, and provide the Company shall furnish all information concerning the Company and the holders of the Company Shares as may be reasonably requested in connection with any a reasonable opportunity to comment on such actiondrafts. (ciii) No filing ofIf, or amendment or supplement toat any time prior to the Special Meeting, the Form S-4 will there shall be made by New Diamond or Parent, and no filing of, or discovered any information that should be set forth in an amendment or supplement to the Proxy Statement/ Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel a reasonable opportunity to review and comment thereon. (d) Each of the parties agrees Statement so that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement/Prospectus or the Form S-4 will, at the date such document is first mailed to the stockholders of the relevant party and at the time of such party’s meeting of stockholders relating to the Mergers, contain Statement would not include 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 the light of the circumstances under which they are were made, not misleading, Acquiror shall promptly file an amendment or supplement to the Proxy Statement containing such information. For purposes The Company will provide to Acquiror all information regarding the Company, its Affiliates and its business that is necessary for any filing contemplated by the immediately preceding sentence. 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 Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the foregoingcircumstances under which they were made, it is understood not misleading, then the Company shall promptly inform Acquiror of such information, event or circumstance and agreed that provide to Acquiror all information necessary to correct any such deficiencies. (iv) Acquiror 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 promptly provide Acquiror with all information concerning or related to the Company or any Company Subsidiary will be deemed to have been supplied by business, management, operations and financial condition of the Company and information concerning or related to Parent or Acquisition Sub will be deemed to have been supplied its Subsidiaries, in each case, reasonably requested by Parent. (e) Each of Parent and the Company agree to correct any information provided by it Acquiror for use inclusion in the Proxy Statement/Prospectus or Form S-4 which shall have become false or misleading. The parties shall as soon as reasonably practicable notify each other of the receipt of any comments from or other correspondence with the SEC staff with respect to the Proxy Statement/Prospectus or Form S-4 and any request by the SEC for any amendment to the Proxy Statement/Prospectus or Form S-4 or for additional information (and promptly deliver a copy of such comments, correspondence or request to each other). Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Shares issuable in connection with the Mergers for offering or sale in any jurisdiction. (f) Each of the Company and Parent shall use its reasonable best efforts to cause to be delivered to the other party a letter of its independent auditors, dated (i) the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed to the other party, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Form S-4.

Proxy Statement. (a) As promptly as reasonably practicable following after the date of this Agreementhereof, (i) the Company and Parent shall prepare a proxy statement to be sent to the stockholders of the Company and Parent in connection with the Company Stockholder Meeting and the Parent Stockholder Meeting (such proxy statement, as amended or supplemented, the “Proxy Statement/Prospectus”), and (ii) Parent (and, if necessary, New Diamond) shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Form S-4”), in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the New Diamond shares to be issued to the stockholders of the Company in connection with the Diamond Merger and the Parent Shares to be issued to the stockholders of New Diamond in connection with the payment of the aggregate Stock Consideration. Parent, New Diamond and the Company will cooperate with each other in the preparation of the Proxy Statement/Prospectus and Form S-4. Without limiting the generality of the foregoing, each of Parent, New Diamond and the Company will provide the other with a reasonable opportunity to review drafts of, and revisions to, the Proxy Statement/Prospectus and Form S-4 prepared by such partySEC, and shall use its all reasonable best efforts to furnish to the other party information relating to it and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4. All of the parties hereto shall cause the Proxy Statement/Prospectus and Form S-4 to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act and (iii) the rules and regulations of the NYSE and the PCX. The Company or New Diamond, as appropriate, shall provide audited financial statements for inclusion in the Proxy Statement/Prospectus and Form S-4 as and to the extent required under applicable Law and SEC regulations. (b) Each of the Company and Parent shall use reasonable best efforts to have cleared by the Form S-4 declared effective under the Securities Act SEC as promptly as practicable after such filing practicable, and to maintain the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act and the Securities Act until such time. The Company promptly thereafter shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed mail to the Company’s stockholders, and Parent shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Parent’s stockholders. The Company shall, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. receipt thereof, provide Parent and New Diamond shall also take copies of any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicablewritten comments, and advise Parent of any material oral comments or material communications regarding the Proxy Statement received from the SEC. The Company shall furnish all information concerning the Company and the holders of the Company Shares as may be reasonably requested in connection provide Parent with any such action. (c) No filing of, or amendment or supplement to, the Form S-4 will be made by New Diamond or Parent, and no filing of, or amendment or supplement to the Proxy Statement/ Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel a reasonable opportunity to review and comment thereonon any supplement to the Proxy Statement prior to filing the same with the SEC, and the Company will promptly provide Parent with a copy of all such filings made with the SEC. Subject to the terms of this Agreement, the Proxy Statement shall contain the recommendation of the Board of Directors that the Company’s stockholders approve this Agreement and the Merger. (db) Each Parent and Merger Sub will cooperate with the Company in connection with the preparation of the parties agrees that none Proxy Statement including, but not limited to, furnishing to the Company any and all information regarding Parent, Merger Sub and their respective affiliates as may be required to be disclosed therein and, without limiting the foregoing, Parent and Merger Sub will use reasonable efforts to promptly (i) review and comment upon the Proxy Statement in advance of its filing with the SEC, and (ii) respond to comments and/or requests, if any, of the SEC with respect to Parent or Merger Sub. (c) If at any time prior to the Company Stockholders’ Meeting, there shall occur any event with respect to the Company, the Subsidiaries, Parent or Merger Sub, or with respect to any information supplied provided by the Company, Parent or to be supplied by it Merger Sub for inclusion or incorporation by reference in the Proxy Statement/Prospectus or the Form S-4 will, at the date such document which event is first mailed to the stockholders of the relevant party and at the time of such party’s meeting of stockholders relating to the Mergers, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein described in an amendment or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. For purposes of the foregoing, it is understood and agreed that information concerning or related to the Company or any Company Subsidiary will be deemed to have been supplied by the Company and information concerning or related to Parent or Acquisition Sub will be deemed to have been supplied by Parent. (e) Each of Parent and the Company agree to correct any information provided by it for use in the Proxy Statement/Prospectus or Form S-4 which shall have become false or misleading. The parties shall as soon as reasonably practicable notify each other of the receipt of any comments from or other correspondence with the SEC staff with respect supplement to the Proxy Statement/Prospectus , such amendment or Form S-4 supplement shall be promptly filed with the SEC, as required by applicable Law, and any request by the SEC for any amendment disseminated to the Proxy Statement/Prospectus or Form S-4 or for additional information (and promptly deliver a copy of such commentsCompany’s stockholders, correspondence or request to each other). Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Shares issuable in connection with the Mergers for offering or sale in any jurisdictionas applicable. (f) Each of the Company and Parent shall use its reasonable best efforts to cause to be delivered to the other party a letter of its independent auditors, dated (i) the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed to the other party, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Form S-4.

Proxy Statement. (a) As promptly as reasonably practicable following after the date execution of this Agreement, (i) the Parent and the Company and Parent shall prepare a proxy statement to be sent to the stockholders of the Company and Parent in connection with the Company Stockholder Meeting and the Parent Stockholder Meeting (such proxy statement, as amended or supplemented, the “Proxy Statement/Prospectus”), and (ii) Parent (and, if necessary, New Diamond) shall jointly prepare and file with the SEC a single document that will constitute (i) the proxy statement of the Company relating to the special meeting of the Company's stockholders (the "Company Stockholders Meeting") to be held to consider approval and adoption of ---------------------------- this Agreement and the Merger, (ii) the registration statement on Form S-4 Forms F-4 and F-6 of the Parent (together with all amendments thereto, the “Form S-4”"Registration ------------ Statement"), in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the New Diamond shares --------- Parent ADSs (and the Parent Common Stock underlying such Parent ADSs) to be issued to the stockholders of the Company in connection with the Diamond Merger and the Parent Shares to prospectus included in the Registration Statement (such single document, together with any amendments thereof or supplements thereto, the "Proxy ----- Statement"). Substantially contemporaneously with the filing of the Proxy --------- Statement with the SEC, copies of the Proxy Statement shall be issued provided to the stockholders Nasdaq National Market. The Parent and the Company each shall use commercially reasonable efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of New Diamond the Registration Statement (the "Registration Statement Effective Date"), the Parent shall take ------------------------------------- all or any action required under any applicable Law in connection with the payment issuance of Parent ADSs pursuant to the aggregate Stock ConsiderationMerger. Parent39 The Parent or the Company, New Diamond and as the case may be, shall furnish all information concerning the Parent or the Company will cooperate as the other party may reasonably request in connection with each other in such actions and the preparation of the Proxy Statement/Prospectus . As promptly as practicable after the Registration Statement Effective Date, the proxy statement and Form S-4. Without limiting prospectus included in the generality Proxy Statement (collectively, the "Proxy Materials") will be mailed to the stockholders of the foregoing, each of Parent, New Diamond Company. The --------------- Parent and the Company will provide the other with a reasonable opportunity to review drafts of, and revisions to, the Proxy Statement/Prospectus and Form S-4 prepared by such party, and shall use its reasonable best efforts to furnish to the other party information relating to it and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4. All of the parties hereto shall cause the Proxy Statement/Prospectus and Form S-4 Statement to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, including Sections 14(a) and 14(d) thereof and the respective regulations promulgated thereunder, (ii) the Securities Act and Act, (iii) the rules and regulations of the NYSE Nasdaq National Market principal securities exchanges and quotation services on which the PCX. The Company or New Diamondcommon stock, as appropriate, shall provide audited financial statements for inclusion in (iv) the Proxy Statement/Prospectus DGCL and Form S-4 as and to the extent required under (v) any other applicable Law and SEC regulationslaw. (b) Each The Proxy Statement shall include the unconditional recommendation of the Board of Directors of the Company and Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain the effectiveness stockholders of the Form S-4 through Company that they vote in favor of the adoption of this Agreement and the Merger; provided, however, that the Board of Directors of the Company may, at any time prior to the Effective Time and to ensure that it complies Time, withdraw, modify or change any such recommendation if the Board of Directors of the Company determines in all material respects good faith (after consultation with the applicable provisions of the Exchange Act and the Securities Act until such time. The Company shall use Company's counsel) that failure to so withdraw, modify or change its reasonable best efforts to cause the Proxy Statement/Prospectus to recommendation would be mailed inconsistent with its fiduciary duties to the Company’s stockholders's stockholders under applicable Laws. In addition, and Parent shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Parent’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, Statement and the Company shall furnish all information concerning Proxy Materials will include a copy of the Company and the holders written opinion of the Company Shares as may be reasonably requested Financial Advisor referred to in connection with any such actionSection 3.19. (c) No filing of, or amendment or supplement to, the Form S-4 will be made by New Diamond or Parent, and no filing of, or amendment or supplement to the Proxy Statement/ Prospectus Statement will be made by without the Company approval of each of the Parent and the Company, which approval shall not be unreasonably withheld or Parent, in each case, without providing the other party and its respective counsel a reasonable opportunity to review and comment thereon. (d) delayed. Each of the parties agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement/Prospectus or the Form S-4 will, at the date such document is first mailed to the stockholders of the relevant party and at the time of such party’s meeting of stockholders relating to the Mergers, 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. For purposes of the foregoing, it is understood and agreed that information concerning or related to the Company or any Company Subsidiary will be deemed to have been supplied by the Company and information concerning or related to Parent or Acquisition Sub will be deemed to have been supplied by Parent. (e) Each of Parent and the Company agree to correct any information provided by it for use in the Proxy Statement/Prospectus or Form S-4 which shall have become false or misleading. The parties shall as soon as reasonably practicable notify each other of the receipt of any comments from or other correspondence with the SEC staff with respect to the Proxy Statement/Prospectus or Form S-4 and any request by the SEC for any amendment to the Proxy Statement/Prospectus or Form S-4 or for additional information (and promptly deliver a copy of such comments, correspondence or request to each other). Parent will advise the Companyother, promptly after it receives notice thereof, of the time when the Form S-4 Registration Statement has become effectiveeffective or any supplement or amendment has been filed, of the issuance of any stop order or order, of the suspension of the qualification of the Parent Shares Common Stock issuable in connection with the Mergers Merger for offering or sale in any jurisdiction, or of any request by the SEC or the Nasdaq National Market for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. (fd) Each of The information supplied by the Company and Parent for inclusion in the Proxy Statement shall use its reasonable best efforts to cause to be delivered to the other party a letter of its independent auditorsnot, dated at (i) the date on which time the Form S-4 shall become effective and Registration Statement is declared effective, (ii) the Closing Datetime the Proxy Materials (or any amendment of or supplement to the Proxy Materials) is first mailed to the stockholders of Company, (iii) the time of the Company Stockholders Meeting, and addressed (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated in the Proxy Statement or necessary in order to make the statements in the Proxy Statement not misleading. If at any time prior to the other partyEffective Time any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company that should be set forth in an amendment or a supplement to the Proxy Statement, the Company shall promptly inform the Parent. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement will comply as to form and substance customary in all material respects with the applicable requirements of the DGCL, the Securities Act and the Exchange Act. (e) The information supplied by the Parent for “comfort” letters delivered 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 amendment of or supplement to the Proxy Materials) are first mailed to the stockholders the Company, (iii) the time of the Company Stockholders Meeting, and (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated in the Proxy Statement or necessary in order to make the statements in the Proxy Statement not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Parent or any Parent Subsidiary, or their respective officers or directors, should be discovered by independent public accountants the Parent that should be set forth in an amendment or a supplement to the Proxy Statement, the Parent shall promptly inform the Company. All documents that the Parent is responsible for filing in connection with registration statements similar the transactions contemplated by this Agreement will comply as to form and substance in all material aspects with the Form S-4applicable requirements of the DGCL, the Securities Act and the Exchange Act.

Proxy Statement. (a) As promptly as reasonably practicable following the date execution and delivery of this Agreement, (i) the Company Buyer shall, in accordance with this this Section 6.6, prepare and Parent shall prepare file with the SEC, in preliminary form, a proxy statement to be sent to the stockholders of the Company and Parent in connection with the Company Stockholder Meeting and the Parent Stockholder Meeting Transactions (such proxy statement, as amended or supplemented, the “Proxy Statement/Prospectus”), and (ii) Parent (and, if necessary, New Diamond) shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Form S-4”), in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the New Diamond shares to be issued sent to the stockholders of the Company Buyer relating to the Buyer Stockholders Meeting, for the purpose of, among other things, soliciting proxies from holders of Buyer Capital Stock to vote at the Buyer Stockholders Meeting in connection favor of (i) the adoption of this Agreement and the approval of the Transactions, (ii) the issuance of the Buyer Class A Common Stock and the Buyer Class B Common Stock constituting the Stock Consideration, (iii) the amendment and restatement of the Buyer Charter in the form of the Buyer A&R Charter and (iv) any other proposals the Parties deem necessary or desirable to consummate the Transactions (collectively, the “Transaction Proposals”). The Proxy Statement will comply as to form and substance with the Diamond Merger applicable requirements of the Exchange Act and the Parent Shares rules and regulations thereunder. The Buyer shall file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be issued mailed to its stockholders of record, as of the record date to be established by the board of directors of the Buyer, within three Business Days of (A) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act, or (B) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC. (b) Prior to filing with the SEC, the Buyer will make available to the stockholders of New Diamond in connection with the payment of the aggregate Stock Consideration. Parent, New Diamond and the Company will cooperate with each other in the preparation Sellers drafts of the Proxy Statement/Prospectus Statement and Form S-4. Without limiting any other documents to be filed with the generality of SEC, both preliminary and final, and any amendment or supplement to the foregoing, each of Parent, New Diamond Proxy Statement or such other document and the Company will provide the other Sellers with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. The Buyer shall not file any such documents with the SEC without the prior written consent of the Sellers (such consent not to be unreasonably withheld, conditioned or delayed). The Buyer will advise the Sellers promptly after it receives notice thereof, of (i) the time when the Proxy Statement has been filed, (ii) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act, (iii) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review drafts ofby the SEC, and revisions to, (iv) the filing of any supplement or amendment to the Proxy Statement/Prospectus , (v) the issuance of any stop order by the SEC, (vi) any request by the SEC for amendment of the Proxy Statement, (vii) any comments from the SEC relating to the Proxy Statement and Form S-4 prepared responses thereto or (viii) requests by such party, the SEC for additional information. The Buyer shall promptly respond to any SEC comments on the Proxy Statement and shall use its reasonable best efforts to furnish to the other party information relating to it and its affiliates as necessary to prepare have the Proxy Statement/Prospectus and Form S-4. All of Statement cleared by the parties hereto shall cause the Proxy Statement/Prospectus and Form S-4 to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act and (iii) the rules and regulations of the NYSE and the PCX. The Company or New Diamond, as appropriate, shall provide audited financial statements for inclusion in the Proxy Statement/Prospectus and Form S-4 as and to the extent required SEC under applicable Law and SEC regulations. (b) Each of the Company and Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act and as soon after filing as practicable; provided, that prior to responding to any requests or comments from the Securities Act until such time. The Company shall use its reasonable best efforts to cause SEC, the Proxy Statement/Prospectus to be mailed Buyer will make available to the Company’s stockholders, and Parent shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Parent’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection with the issuance Sellers drafts of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, and the Company shall furnish all information concerning the Company and the holders of the Company Shares as may be reasonably requested in connection with any such actionresponse and provide the Sellers with a reasonable opportunity to comment on such drafts. (c) No filing of, or amendment or supplement to, If at any time prior to the Form S-4 will Buyer Stockholders Meeting there shall be made by New Diamond or Parent, and no filing of, or discovered any information that should be set forth in an amendment or supplement to the Proxy Statement/ Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel a reasonable opportunity to review and comment thereon. (d) Each of the parties agrees Statement so that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement/Prospectus or the Form S-4 will, at the date such document is first mailed to the stockholders of the relevant party and at the time of such party’s meeting of stockholders relating to the Mergers, contain Statement would not include 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 the light of the circumstances under which they are were made, not misleading, the Buyer shall promptly transmit to its stockholders an amendment or supplement to the Proxy Statement containing such information. For purposes If, at any time prior to the Closing, the Sellers discover any information, event or circumstance relating to the Business or the Hostess Entities or any of their respective Affiliates, officers, directors or employees that should be set forth in an amendment or a supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the foregoingcircumstances under which they were made, it is understood and agreed that information concerning not misleading, then the Sellers shall promptly inform the Buyer of such information, event or related circumstance. (d) The Buyer shall make all necessary Filings with respect to the Company or Transactions under the Securities Act, the Exchange Act and applicable “blue sky” laws, and any Company Subsidiary will be deemed to have been supplied by the Company rules and information concerning or related to Parent or Acquisition Sub will be deemed to have been supplied by Parentregulations thereunder. (e) Each of Parent The Sellers agree to promptly provide the Buyer with all information concerning the Business and the Company agree to correct any information provided management, operations and financial condition of the Hostess Companies, in each case, reasonably requested by it the Buyer for use inclusion in the Proxy Statement/Prospectus or Form S-4 which shall have become false or misleading. The parties Sellers shall as soon as reasonably practicable notify each other cause the officers and employees of the receipt of any comments from or other correspondence with the SEC staff with respect Hostess Companies to be reasonably available to the Proxy Statement/Prospectus or Form S-4 Buyer and any request by the SEC for any amendment to the Proxy Statement/Prospectus or Form S-4 or for additional information (and promptly deliver a copy of such comments, correspondence or request to each other). Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Shares issuable its counsel in connection with the Mergers for offering or sale in any jurisdiction. (f) Each drafting of the Company Proxy Statement and Parent shall use its reasonable best efforts responding in a timely manner to cause to be delivered to comments on the other party a letter of its independent auditors, dated (i) Proxy Statement from the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed to the other party, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Form S-4SEC.

Proxy Statement. (a) As promptly as reasonably practicable following the date of this AgreementThe Company, (i) the Company and Parent shall prepare a proxy statement to be sent to the stockholders of the Company and Parent in connection consultation with the Company Stockholder Meeting and the Parent Stockholder Meeting (such proxy statementPurchasers, as amended or supplemented, the “Proxy Statement/Prospectus”), and (ii) Parent (and, if necessary, New Diamond) shall use all commercially reasonable efforts to prepare and file with the SEC Commission, as promptly as practicable after the date hereof, but in no event later than twenty (20) days after the date hereof, preliminary proxy materials with respect to a registration statement on Form S-4 meeting of the stockholders (together with all amendments theretothe "SPECIAL MEETING") for the purpose of approving the issuance and sale of the Securities hereunder, the “Form S-4”Charter Amendment (which includes amendments to effect a reverse stock split, increase the number of shares of Common Stock and Preferred Stock authorized for issuances and reduce the par value of Company securities), in the adoption of the Company's 2003 Stock Incentive Plan and an amendment to the Company's 1995 Director Stock Option Plan, as amended (collectively, the -39- "COMPANY PROPOSALS"); PROVIDED, HOWEVER, that, prior to filing any such preliminary proxy materials with the Commission, the Company shall afford the Purchasers reasonable opportunity (which shall not be less than two (2) Business Days) to review and comment on any such preliminary proxy materials; and PROVIDED, FURTHER, that the Company shall not file any preliminary proxy materials to which the Proxy Statement/Prospectus will be included as a prospectusPurchasers reasonably object. Thereafter, the Company, in connection consultation with the registration under Purchasers, shall promptly file with the Securities Act Commission the definitive proxy statement and, acting through the Board, (i) call a Special Meeting to be held at the earliest practicable date but in no event later than 45 days after the earlier of (a) receiving notification that the Commission is not reviewing the preliminary proxy materials and (b) the conclusion of any Commission review of the New Diamond shares to be issued to preliminary proxy materials, for the stockholders sole purpose of voting upon the approval of the Company in connection with the Diamond Merger Proposals and the Parent Shares to be issued to the stockholders of New Diamond in connection with the payment of the aggregate Stock Consideration. Parent, New Diamond and the Company will cooperate with each other in the preparation of the Proxy Statement/Prospectus and Form S-4. Without limiting the generality of the foregoing, each of Parent, New Diamond and the Company will provide the other with a reasonable opportunity to review drafts of, and revisions to, the Proxy Statement/Prospectus and Form S-4 prepared by such party, and shall use its reasonable best efforts to furnish to the other party information relating to it and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4. All of the parties hereto shall cause the Proxy Statement/Prospectus and Form S-4 to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) subject to SECTION 5.08(d), include in the Securities Act and (iii) proxy statement the rules and regulations recommendation of the NYSE Board that holders of the Common Stock approve the Company Proposals; and PROVIDED, HOWEVER, that, prior to filing any such definitive proxy statement with the PCXCommission, the Company shall afford the Purchasers reasonable opportunity (which shall not be less than two (2) Business Days) to review and comment on any change reflected in such definitive proxy statement; PROVIDED, FURTHER, that the Company shall not file any definitive proxy statement to which the Purchasers reasonably objected. The Neither prior to nor at the Special Meeting shall the Company or New Diamondput forth any matter, as appropriateother than those matters relating to transactions expressly contemplated by this Agreement, shall provide audited financial statements for inclusion in the Proxy Statement/Prospectus and Form S-4 as and to the extent required under applicable Law and SEC regulationsholders of Common Stock for their approval without the prior written consent of Advent. (b) Each of the Company Company, on the one hand, and Parent shall use reasonable best efforts to have each of the Form S-4 declared effective under Purchasers, severally and not jointly, on the Securities Act as promptly as practicable after such filing other hand, hereby agrees that the information provided and to maintain be provided by it specifically for use in the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies in all preliminary proxy material respects with the applicable provisions of the Exchange Act and the Securities Act until such time. The Company definitive proxy statement shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholdersnot, and Parent shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Parent’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, and the Company shall furnish all information concerning the Company and the holders of the Company Shares as may be reasonably requested in connection with any such action. (c) No filing of, or amendment or supplement to, the Form S-4 will be made by New Diamond or Parent, and no filing of, or amendment or supplement to the Proxy Statement/ Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel a reasonable opportunity to review and comment thereon. (d) Each of the parties agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement/Prospectus or the Form S-4 will, at on the date such document upon which the definitive proxy statement is first mailed to the stockholders of the relevant party and at Company or on the time date of such party’s meeting of stockholders relating to the Mergers, Special Meeting contemplated by this Agreement 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 were made, not misleading. For purposes The Company and each of the foregoing, it is understood and agreed that information concerning or related to the Company or any Company Subsidiary will be deemed to have been supplied by the Company and information concerning or related to Parent or Acquisition Sub will be deemed to have been supplied by Parent. (e) Each of Parent and the Company agree Purchasers agrees to correct promptly any such information provided by it for use in the Proxy Statement/Prospectus or Form S-4 which that shall have become false or misleading. The parties misleading in any material respect, and the Company shall as soon as reasonably practicable notify each other of the receipt of any comments from or other correspondence take all steps necessary to file with the SEC staff with respect Commission any amendment or supplement to the Proxy Statement/Prospectus or Form S-4 definitive proxy statement so as to correct the same and any request by the SEC for any amendment to cause such definitive proxy statement as so corrected to be disseminated to the Proxy Statement/Prospectus or Form S-4 or for additional information (and promptly deliver a copy of such comments, correspondence or request Company's stockholders to each other). Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Shares issuable in connection with the Mergers for offering or sale in any jurisdictionextent required by applicable law. (fc) Each of Any proxy solicitation materials prepared and filed by the Company and Parent shall use its reasonable best efforts to cause to be with the Commission and/or delivered to the other party a letter Company's stockholders pursuant to this Section 6.05, including the preliminary proxy materials and definitive proxy statement to be filed in accordance with SECTION 6.05(a), shall comply as to form in all material respects with the provisions of its independent auditors, dated (i) the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed to the other party, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Form S-4Exchange Act.

Proxy Statement. (ai) As Parent shall prepare and file with the SEC, as promptly as reasonably practicable following after the date of this AgreementAgreement (but in any event no later than 15 days following the date hereof), (i) the Company and Parent shall prepare a proxy statement to be sent in preliminary form relating to the stockholders of the Company and Parent in connection with the Company Stockholder Meeting and the Parent Stockholder Stockholders Meeting (such proxy statement, as amended including any amendment or supplementedsupplement and any schedules and exhibits thereto, the “Proxy Statement/Prospectus”). The Proxy Statement shall set forth (among other things) that the board of directors of Parent: (A) has determined that this Agreement and the transactions contemplated hereby are advisable and are fair to and in the best interests of Parent and its stockholders, and (B) recommends that Parent’s stockholders approve this Agreement and the transactions contemplated hereby (whether as components of an asset disposition and management plan (or other plan, scheme or arrangement) or otherwise). (ii) Parent shall as soon as reasonably practicable notify Buyer of the receipt of all comments (and, if necessary, New Diamondwritten or oral) shall prepare and file with of the SEC a registration statement with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall as soon as reasonably practicable provide to Buyer copies of all material correspondence between Parent and/or any of its representatives on Form S-4 (together the one hand, and the SEC, on the other hand, with all amendments thereto, the “Form S-4”), in which respect to the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the New Diamond shares to be issued to the stockholders of the Company in connection with the Diamond Merger . Parent and the Parent Shares to be issued to the stockholders of New Diamond in connection with the payment of the aggregate Stock Consideration. Parent, New Diamond and the Company will cooperate with Buyer shall each other in the preparation of the Proxy Statement/Prospectus and Form S-4. Without limiting the generality of the foregoing, each of Parent, New Diamond and the Company will provide the other with a reasonable opportunity to review drafts of, and revisions to, the Proxy Statement/Prospectus and Form S-4 prepared by such party, and shall use its reasonable best efforts to furnish promptly provide responses to the other party information relating SEC with respect to all comments received on the Proxy Statement by the SEC and Parent shall cause the definitive Proxy Statement to be mailed promptly after the date the SEC staff advises that it and its affiliates as necessary to prepare has no further comments thereon or that Parent may commence mailing the Proxy Statement/Prospectus . Subject to applicable Laws, Parent and Form S-4. All of Buyer each shall, upon request by the parties hereto shall cause other, furnish the other with all information concerning itself, its Affiliates, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement/Prospectus . Parent will provide Buyer a reasonable opportunity to review and Form S-4 to comply as to form and substance as to such party in all material respects consult with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act and (iii) the rules and regulations of the NYSE and the PCX. The Company or New Diamond, as appropriate, shall provide audited financial statements for inclusion in Parent regarding the Proxy Statement/Prospectus and Form S-4 as and , or any amendments or supplements thereto, prior to filing the extent required under applicable Law and SEC regulations. (b) Each of the Company and Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies in all material respects same with the applicable provisions of the Exchange Act and the Securities Act until such time. The Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholdersSEC, and Parent shall use its reasonable best efforts to cause have the Proxy Statement/Prospectus to be mailed to Parent’s stockholders, in each case Statement cleared by the SEC as promptly as practicable after the Form S-4 is declared effective under date hereof. (iii) Parent shall cause the Securities Act. Proxy Statement, and the letter to stockholders, the notice of meeting and the form of proxy provided to stockholders of Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws therewith, in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, and the Company shall furnish all information concerning the Company and the holders of the Company Shares as may be reasonably requested in connection with any such action. (c) No filing of, or amendment or supplement to, the Form S-4 will be made by New Diamond or Parent, and no filing of, or amendment or supplement to the Proxy Statement/ Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel a reasonable opportunity to review and comment thereon. (d) Each of the parties agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement/Prospectus or the Form S-4 willtransactions contemplated hereby, at the date such document time that the Proxy Statement is first mailed to the stockholders of the relevant party Parent and at the time of such party’s meeting of stockholders relating the Stockholders Meeting, to the Mergers, 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 the light of the circumstances under which they are made, not misleading. For purposes , and to comply, in all material respects, as to form with the provisions of the foregoingExchange Act and the rules and regulations of the SEC promulgated thereunder; provided, it is understood and agreed however, that the obligations of Parent contained in this Section 6.1(l)(iii) shall not apply to any information concerning or related to the Company supplied by Buyer or any Company Subsidiary will be deemed to have been supplied by the Company and information concerning or related of its representatives to Parent for the purpose of inclusion in or Acquisition Sub will be deemed to have been supplied incorporation by Parent. (e) Each of Parent and the Company agree to correct any information provided by it for use reference in the Proxy Statement/Prospectus or Form S-4 which shall have become false or misleading. The parties shall as soon as reasonably practicable notify each other of the receipt of any comments from or other correspondence with the SEC staff with respect to the Proxy Statement/Prospectus or Form S-4 and any request by the SEC for any amendment to the Proxy Statement/Prospectus or Form S-4 or for additional information (and promptly deliver a copy of such comments, correspondence or request to each other). Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Shares issuable in connection with the Mergers for offering or sale in any jurisdiction. (f) Each of the Company and Parent shall use its reasonable best efforts to cause to be delivered to the other party a letter of its independent auditors, dated (i) the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed to the other party, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Form S-4.

Proxy Statement. (a) As promptly To the extent the Company Shareholder Approval is required by Indiana Law in order to consummate the Merger other than pursuant to § 23-1-40-4 of the IBCL, then, in accordance with the IBCL, the Articles of Incorporation, the By-laws, the Exchange Act and any applicable rules of NASDAQ, as reasonably soon as practicable following the later of the Acceptance Date or the expiration of any Subsequent Offering Period provided in accordance with Rule 14d-11 promulgated under the Exchange Act and permitted hereby, the Company, in consultation with Parent, shall, subject to the satisfaction of the Minimum Tender Condition, following the successful completion of the Offer, call a special meeting of the Company’s shareholders to vote on the Merger (the “Company Shareholders’ Meeting”) and set as the record date for such meeting, the date that is one (1) Business Day following the successful completion of this Agreement, (i) the Company Offer and Parent shall prepare promptly file with the SEC a proxy statement statement, letter to shareholders, notice of meeting and form of proxy accompanying the Proxy Statement that will be sent provided to the stockholders shareholders of the Company and Parent in connection with the solicitation of proxies for use at the Company Stockholder Meeting Shareholders’ Meeting, and any schedules required to be filed with the Parent Stockholder Meeting SEC in connection therewith (such proxy statementcollectively, as amended or supplemented, the “‘‘Proxy Statement/Prospectus”). The Company, Parent and (ii) Merger Subsidiary, as the case may be, shall furnish all information concerning the Company, Parent (and, if necessary, New Diamond) shall prepare and file with or Merger Subsidiary as the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Form S-4”), in which the Proxy Statement/Prospectus will be included as a prospectus, other party hereto may reasonably request in connection with the registration under the Securities Act of the New Diamond shares to be issued to the stockholders of the Company in connection preparation and filing with the Diamond Merger and the Parent Shares to be issued to the stockholders of New Diamond in connection with the payment of the aggregate Stock Consideration. Parent, New Diamond and the Company will cooperate with each other in the preparation SEC of the Proxy Statement/Prospectus and Form S-4. Without limiting the generality of the foregoingSubject to all applicable Laws, each of Parent, New Diamond and the Company will provide the other with a reasonable opportunity to review drafts of, and revisions to, the Proxy Statement/Prospectus and Form S-4 prepared by such party, and shall use its reasonable best efforts to furnish cause the Proxy Statement to be disseminated to the other party information relating to it and its affiliates Company’s shareholders as necessary to prepare promptly as practicable after the SEC clears the Proxy Statement/Prospectus and Form S-4. All of the parties hereto The Company shall cause the Proxy Statement/Prospectus and Form S-4 , when filed with the SEC, to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) . At the Securities Act and (iii) the rules and regulations of the NYSE and the PCX. The Company or New Diamond, as appropriate, shall provide audited financial statements for inclusion in time the Proxy Statement/Prospectus and Form S-4 as and to the extent required under applicable Law and SEC regulations. (b) Each of the Company and Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act and the Securities Act until such time. The Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be Statement or any amendment or supplement thereto is first mailed to the Company’s stockholders, and Parent shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Parent’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, and the Company shall furnish all information concerning the Company and the holders of the Company Shares as may be reasonably requested in connection with any such action. (c) No filing of, or amendment or supplement to, the Form S-4 will be made by New Diamond or Parent, and no filing of, or amendment or supplement to the Proxy Statement/ Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel a reasonable opportunity to review and comment thereon. (d) Each of the parties agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement/Prospectus or the Form S-4 will, at the date such document is first mailed to the stockholders of the relevant party shareholders and at the time of such party’s meeting of stockholders relating the Company Shareholders’ Meeting, the Company will cause the Proxy Statement not to the Mergers, 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 were made, not misleading. For purposes of ; provided, however, that notwithstanding the foregoing, it no representation or warranty is understood and made or covenant is agreed that information concerning or related to the Company or any Company Subsidiary will be deemed to have been supplied by the Company and with respect to information concerning or related to supplied by Parent or Acquisition Sub will be deemed to have been supplied Merger Subsidiary or any of their respective officers, directors, representatives, agents or employees in writing specifically for inclusion or incorporation by Parent. (e) Each of Parent and the Company agree to correct any information provided by it for use reference in the Proxy Statement/Prospectus . No filing of, or Form S-4 which shall have become false amendment or misleading. The parties shall as soon as reasonably practicable notify each other of the receipt of any comments from supplement to, or other correspondence with the SEC or its staff with respect to the Proxy Statement/Prospectus or Form S-4 and any request Statement shall be made by the SEC for any amendment Company without providing Parent a reasonable opportunity to the Proxy Statement/Prospectus or Form S-4 or for additional information (review and promptly deliver a copy of such comments, correspondence or request to each other)comment thereon. Parent will The Company shall advise the CompanyParent, promptly after it receives notice thereof, of any request by the SEC or its staff for an amendment or revisions to the Proxy Statement, or comments thereon and responses thereto, or requests by the SEC or its staff for additional information in connection therewith. If at any time when prior to the Form S-4 has become effectiveCompany Shareholders’ Meeting, any information relating to the Company, Parent or Merger Subsidiary, or any of their respective directors, officers or 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 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 issuance of any stop order or the suspension of the qualification of the Parent Shares issuable in connection with the Mergers for offering or sale in any jurisdiction. (f) Each of the Company and Parent party which discovers such information shall use its reasonable best efforts to cause to be delivered to promptly notify the other party a letter of its independent auditors21 or parties hereto, dated (i) as the date on which the Form S-4 shall become effective and (ii) the Closing Datecase may be, and addressed an appropriate amendment or supplement to the other partyProxy Statement describing such information shall be promptly prepared and filed with the SEC and, in to the extent required by applicable Law, disseminated to the Company’s shareholders. The Company shall cause the Proxy Statement to comply as to form and substance customary for “comfort” letters delivered by independent public accountants in connection all material respects with registration statements similar to the Form S-4applicable requirements of the Exchange Act and NASDAQ.

Proxy Statement. (a) As promptly as reasonably practicable following the date of this Agreement, (i) the Company and Parent Purchaser shall prepare and file with the SEC a proxy statement to be sent to the stockholders of the Company Purchaser relating to the meeting of the Purchaser Shareholders and Parent a Registration Statement on Form F-4 (including all amendments thereto, “F-4 Registration Statement”) in connection with the Company Stockholder Meeting and the Parent Stockholder Meeting issuance of Purchaser Shares of which such proxy statement may form a part (such proxy statement, as amended whether or supplementednot constituting a part thereof, the “Proxy Statement/Prospectus”), and (ii) Parent (andthe Company shall, if necessaryor shall cause its Affiliates to, New Diamond) shall prepare and file with the SEC a registration statement on Form S-4 (together all other documents to be filed by the Purchaser with all amendments thereto, the “Form S-4”), in which the Proxy Statement/Prospectus will be included as a prospectus, SEC in connection with the registration under Acquisition, the Securities Act of the New Diamond shares to be issued to the stockholders of the Company in connection with the Diamond Merger Stock Consolidation and the Parent Shares to be issued to other transactions contemplated hereby (the stockholders of New Diamond in connection with “Other Filings”) as required by the payment of 1933 Act or the aggregate Stock ConsiderationU.S. Exchange Act. Parent, New Diamond The Purchaser and the Company will shall cooperate with each other in connection with the preparation of the F-4 Registration Statement, the Proxy Statement/Prospectus Statement and Form S-4any Other Filings. Without limiting Each Party shall as promptly as reasonably practicable notify the generality other Party of the foregoing, each receipt of Parent, New Diamond any oral or written comments from the staff of the SEC on the F-4 Registration Statement or any Other Filing. The Purchaser and the Company will provide shall also use their commercially reasonable efforts to satisfy prior to the effective date of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Acquisition and to consummate the other with a reasonable opportunity to review drafts of, and revisions to, the Proxy Statement/Prospectus and Form S-4 prepared by such party, and shall use its reasonable best efforts to furnish to the other party information relating to it and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4. All of the parties hereto shall cause the Proxy Statement/Prospectus and Form S-4 to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act and (iii) the rules and regulations of the NYSE and the PCX. The Company or New Diamond, as appropriate, shall provide audited financial statements for inclusion in the Proxy Statement/Prospectus and Form S-4 as and to the extent required under applicable Law and SEC regulationstransactions contemplated hereby. (b) Each of The Purchaser covenants and agrees that the Company F-4 Registration Statement and Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act Proxy Statement, including any pro forma financial statements included therein (and the Securities Act until such time. The Company shall use its reasonable best efforts letter to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders, notice of meeting and Parent shall use its reasonable best efforts to cause form of proxy included therewith), will not, at the time that the F-4 Registration Statement and Proxy Statement/Prospectus to be mailed to Parent’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent and New Diamond shall also take Statement or any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, and the Company shall furnish all information concerning the Company and the holders of the Company Shares as may be reasonably requested in connection with any such action. (c) No filing of, or amendment or supplement to, thereto is filed with the Form S-4 will be made by New Diamond SEC or Parent, and no filing of, or amendment or supplement to the Proxy Statement/ Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel a reasonable opportunity to review and comment thereon. (d) Each of the parties agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement/Prospectus or the Form S-4 will, at the date such document Statement is first mailed to the stockholders of the relevant party and Purchaser Shareholders, at the time of such party’s meeting of stockholders relating to the MergersPurchaser Meeting and at the Closing Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. For purposes The Company covenants and agrees that the information provided by the Company to the Purchaser for inclusion in the F-4 Registration Statement and Proxy Statement (including the Company Financial Statements) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, it is understood the Purchaser makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement (and agreed that the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information concerning or related to the Company or any Company Subsidiary will be deemed to have been supplied furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement to be mailed to Purchaser Shareholders as promptly as practicable after the SEC declares the F-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all information concerning such Party, such Party’s Subsidiaries and such Party’s stockholders that may be required or related reasonably requested in connection with any action contemplated by this Section 8.10. If any event relating to Parent the Purchaser or Acquisition Sub will the Company occurs, or if the Purchaser or the Company becomes aware of any information, that should be deemed disclosed in an amendment or supplement to have been supplied by Parentthe F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Company, as applicable, shall promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Purchaser Shareholders. (ec) Each of Parent The Company shall use its commercially reasonable efforts to cooperate with the Purchaser and provide, and require its Representatives, advisors, accountants and attorneys to provide, the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company agree that is required by Applicable Law to correct any be included in the F-4 Registration Statement and/or the Proxy Statement or reasonably requested from the Purchaser to be included in the F-4 Registration Statement and/or the Proxy Statement. The information provided by it for use the Company to be included in the F-4 Registration Statement and/or the Proxy Statement/Prospectus Statement shall not contain any untrue statement of a material fact or Form S-4 which shall have become false omit to state any material fact required to be stated therein or misleading. The parties shall as soon as reasonably practicable notify each other necessary in order to make the statements made therein, in light of the receipt of any comments from or other correspondence with the SEC staff with respect to the Proxy Statement/Prospectus or Form S-4 and any request by the SEC for any amendment to the Proxy Statement/Prospectus or Form S-4 or for additional information (and promptly deliver a copy of such commentscircumstances under which they were made, correspondence or request to each other). Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Shares issuable in connection with the Mergers for offering or sale in any jurisdictionnot misleading. (f) Each of the Company and Parent shall use its reasonable best efforts to cause to be delivered to the other party a letter of its independent auditors, dated (i) the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed to the other party, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Form S-4.

Proxy Statement. (ai) As promptly as reasonably practicable following after the date execution of this Agreement, (ix) Acquiror and the Company shall prepare, and Parent Acquiror shall prepare file with the SEC, a proxy statement on Schedule 14A (as amended or supplemented from time to time, the “Proxy Statement”), to be sent to the Acquiror Stockholders for the meeting of the stockholders of the Company and Parent in connection with the Company Stockholder Meeting and the Parent Stockholder Meeting Acquiror (such proxy statement, as amended including any adjournment or supplementedpostponement thereof, the “Proxy Statement/ProspectusAcquiror Stockholder Meeting”) to (y) provide the Public Stockholders (as defined below) the opportunity to have their Acquiror Class A Common Stock shares redeemed in the Acquiror Share Redemption and (z) approve and adopt: (1) this Agreement, the Merger and the other Transactions, (2) the issuance of Acquiror Class A Common Stock (A) in the Merger as contemplated by this Agreement and (B) in accordance with the Forward Purchase Contract, (3) the New Acquiror Charter, (4) the directors of Acquiror as determined by the Company pursuant to Section 2.2(a), (5) any other proposals that Acquiror deems necessary to effectuate the Merger or any of the other Transactions (collectively, the “Transaction Proposals”), and (ii6) Parent (andany adjournment of the Acquiror Stockholder Meeting, if necessary, New Diamond) shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Form S-4”), in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the New Diamond shares to be issued to the stockholders of the Company in connection with the Diamond Merger and the Parent Shares to be issued to the stockholders of New Diamond in connection with the payment of the aggregate Stock Consideration. Parent, New Diamond and the Company will cooperate with each other necessary or desirable in the preparation reasonable discretion of Acquiror, including in the Proxy Statement/Prospectus and Form S-4. Without limiting event Acquiror does not receive the generality of requisite vote to approve the foregoing, each of Parent, New Diamond and the Company will provide the other with a reasonable opportunity to review drafts of, and revisions to, the Proxy Statement/Prospectus and Form S-4 prepared by such party, and shall use its reasonable best efforts to furnish to the other party information relating to it and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4. All of the parties hereto shall cause the Proxy Statement/Prospectus and Form S-4 to comply as to form and substance as to such party matters set forth in all material respects with the applicable requirements of (i1)-(5) the Exchange Act, (ii) the Securities Act and (iii) the rules and regulations of the NYSE and the PCXabove. The Company or New Diamond, as appropriate, shall provide audited financial statements for inclusion in the Proxy Statement/Prospectus and Form S-4 as and to the extent required under applicable Law and SEC regulations. (b) Each of the Company and Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act and the Securities Act until such time. The Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders, and Parent shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Parent’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, and the Company shall furnish all information concerning the Company as Acquiror may reasonably request in connection with such actions and the holders preparation of the Proxy Statement. Acquiror and the Company Shares each shall use their reasonable best efforts to (i) cause the Proxy Statement when filed with the SEC, to comply in all material respects with all Laws applicable thereto including all rules and regulations promulgated by the SEC, and (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement. Prior to the filing date of the definitive Proxy Statement, Acquiror shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of shares of Acquiror Class A Common Stock, in each case to be issued or issuable to Parent pursuant to this Agreement. As promptly as practicable after finalization of the definitive Proxy Statement, Acquiror shall mail (or cause to be mailed) the Proxy Statement to the Acquiror Stockholders. Each of Acquiror and the Company shall furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other 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, any such actioncurrent 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 their respective Affiliates to any regulatory authority (including Nasdaq or NYSE, as applicable) in connection with the Transactions. Acquiror shall comply in all material respects with all applicable rules and regulations promulgated by the SEC, any applicable rules and regulations of Nasdaq, the Acquiror Governing Documents, and this Agreement in the distribution of the Proxy Statement, any solicitation of proxies thereunder, the calling and holding of the Acquiror Stockholder Meeting and the Acquiror Share Redemption. Acquiror shall provide the Company and its legal counsel with a reasonable opportunity to review and comment upon drafts of the Proxy Statement, and shall give reasonable consideration to any comments made by the Company and its legal counsel prior to the filing of the Proxy Statement with the SEC. For the avoidance of doubt, the final form and content of the Proxy Statement (including any amendment or supplement thereto) shall be determined by Acquiror, acting reasonably. (cii) No filing of, or amendment or supplement to, the Form S-4 will be made by New Diamond or Parent, and no Any filing of, or amendment or supplement to the Proxy Statement/ Prospectus Statement or any filing with the SEC by Exela relating to any of the Transactions or referencing Acquiror or Merger Sub or any of their respective Affiliates will be made provided by Acquiror or the Company or ParentCompany, in each caseas the case may be, without providing to the respective other party for review, and its respective counsel a reasonable opportunity to review and comment thereon. (d) Each each of the parties agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement/Prospectus or the Form S-4 will, at the date such document is first mailed to the stockholders of the relevant party and at the time of such party’s meeting of stockholders relating to the Mergers, 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. For purposes of the foregoing, it is understood and agreed that information concerning or related to the Company or any Company Subsidiary will be deemed to have been supplied by the Company and information concerning or related to Parent or Acquisition Sub will be deemed to have been supplied by Parent. (e) Each of Parent Acquiror and the Company agree shall give due consideration to correct any information provided by it for use in the Proxy Statement/Prospectus or Form S-4 which shall have become false or misleading. The parties shall as soon as reasonably practicable notify each other of the receipt of any comments from or other correspondence with the SEC staff with respect to the Proxy Statement/Prospectus or Form S-4 and any request by the SEC for any amendment to the Proxy Statement/Prospectus or Form S-4 or for additional information (and promptly deliver a copy of such comments, correspondence or request to other party. Acquiror and the Company each other). Parent will advise the Companyother, promptly after it receives they receive notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or order, of the suspension of the qualification of the Acquiror Class A Common Stock to be issued or issuable to Parent Shares issuable in connection with the Mergers this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto. Each of Acquiror and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed), any response to comments of the SEC or its staff with respect to the Proxy Statement and any amendments filed in response thereto. (fiii) Each of Acquiror and the Company and Parent shall use its reasonable best efforts to cause to each be delivered to the other party a letter responsible for 50% of its independent auditors, dated (i) the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed to the other party, in form and substance customary for “comfort” letters delivered by independent public accountants all filing fees incurred in connection with registration statements similar to the Form S-4filing of the Proxy Statement and receiving stock exchange approval for listing the Acquiror Class A Common Stock shares in connection therewith (but Acquiror shall be responsible for all other expenses incurred by it in connection with the foregoing).

Proxy Statement. (a) As promptly as reasonably practicable following after the date execution of this Agreement, (i) the Company shall, in consultation with Parent and Parent shall Merger Sub, prepare a proxy statement to be sent to the stockholders of and the Company and Parent in connection with the Company Stockholder Meeting and the Parent Stockholder Meeting (such proxy statement, as amended or supplemented, the “Proxy Statement/Prospectus”), and (ii) Parent (and, if necessary, New Diamond) shall prepare and file with the SEC a registration the proxy statement on Form S-4 of the Company (together with all amendments any amendment or supplements thereto, the “Form S-4”), in which the "Proxy Statement/Prospectus will be included as a prospectus, in connection with ") relating to the registration under the Securities Act special meeting of the New Diamond shares Company's shareholders (the "Company Shareholders Meeting") to be issued held to the stockholders consider approval and adoption of the Company in connection with the Diamond Merger this Agreement and the Parent Shares to be issued to the stockholders of New Diamond in connection with the payment of the aggregate Stock Consideration. Parent, New Diamond and the Company will cooperate with each other in the preparation of the Proxy Statement/Prospectus and Form S-4. Without limiting the generality of the foregoing, each of Parent, New Diamond and the Company will provide the other with a reasonable opportunity to review drafts of, and revisions to, the Proxy Statement/Prospectus and Form S-4 prepared by such party, Merger and shall use its reasonable best efforts to furnish cause the Proxy Statement to be filed with the SEC within 30 days of the date hereof. Substantially contemporaneously with the filing of the Proxy Statement with the SEC, copies of the Proxy Statement shall be provided to the National Association of Securities Dealers, Inc. ("NASD"). Parent or the Company, as the case may be, shall furnish all information concerning itself that is required to be included in the Proxy Statement and any other party information relating filings required to it be made with he SEC in connection within this Agreement and its affiliates the transactions contemplated hereby (the "Other Filings"). As promptly as necessary practicable after the Company is notified that the SEC has no further comments to prepare the Proxy Statement/Prospectus and Form S-4. All , the Proxy Statement shall be mailed to the shareholders of the parties hereto Company as of the record date established for the Company Shareholders Meeting. The Company shall cause the Proxy Statement/Prospectus Statement and Form S-4 the Other Filings to be filed by it to comply as to form and substance as to such party in all material respects with the applicable requirements of Law, including (i) the Exchange Act, including Sections 14 thereof and the respective regulations promulgated thereunder, (ii) the Securities Act and Act, (iii) the rules and regulations of the NYSE NASD and (iv) the PCX. The Company or New Diamond, as appropriate, shall provide audited financial statements for inclusion in the Proxy Statement/Prospectus and Form S-4 as and to the extent required under applicable Law and SEC regulationsNJBCA. (b) Each The Proxy Statement shall include the recommendation of the Board of Directors of the Company and Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act and the Securities Act until such time. The Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders, and Parent shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Parent’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, and the Company shall furnish all information concerning the Company and the holders shareholders of the Company Shares as may be reasonably requested that they vote in connection with favor of the adoption of this Agreement and the Merger; provided, however, that subject to Section 7.5(b), the Board of Directors of the Company may, at any time prior to the Effective Time, withdraw, modify or change any such actionrecommendation if the Board of Directors of the Company makes an Adverse Recommendation Change in accordance with Section 5.7. In addition, the Proxy Statement and the Proxy Materials will include a copy of the Merger Agreement and the written opinion of the Company Financial Advisor referred to in Section 3.19. (c) No filing of, or amendment or supplement to, the Form S-4 will be made by New Diamond or Parent, and no filing of, or amendment or supplement to the Proxy Statement/ Prospectus Statement will be made without the approval of each of Parent and the Company, which approval shall not be unreasonably withheld or delayed, unless such amendment or supplement to the Proxy Statement is required to be made by the Company under applicable Laws. Each of Parent and the Company will (i) advise the other, promptly after it receives notice thereof, or Parent, in each case, without providing of any request by the SEC or the NASD for amendment of the Proxy Statement and the Other Filings or comments thereon and responses thereto or requests by the SEC for additional information and (ii) provide the other party with copies of all filings made with the SEC and its respective counsel all correspondence (including comment letters) between the Company and the SEC with respect to the Proxy Statement. The Company, Parent and Merger Sub shall cooperate and consult with each other in preparation of the Proxy Statement and the Company will provide Parent and Merger Sub a reasonable opportunity to for review and comment thereonon the draft proxy statement (including each amendment or supplement thereto) and the Other Filings. The Company, Parent and Merger Sub shall use their reasonable best efforts to resolve all comments from the SEC with respect to the Proxy Statement as promptly as practicable. (d) Each of the parties agrees that none of the The information supplied or to be supplied by it the Company for inclusion or incorporation by reference in the Proxy Statement/Prospectus or the Form S-4 willStatement shall not, at (i) the date such document time the Proxy Materials (or any amendment thereof or supplement thereto) is first mailed to the stockholders shareholders of the relevant party and at Company, (ii) the time of such party’s meeting of stockholders relating to the MergersCompany Shareholders' Meeting, and (iii) the Effective Time, 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 the light of the circumstances under which they are made, Proxy Statement not misleading. For purposes of If at any time prior to the foregoing, it is understood and agreed that information concerning Effective Time any event or related circumstance relating to the Company or any Company Subsidiary will Subsidiary, or their respective officers or directors, should be deemed to have been supplied discovered by the Company that should be set forth in an amendment or a supplement to the Proxy Statement, the Company shall promptly inform Merger Sub. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated hereby will comply as to form and information concerning or related to Parent or Acquisition Sub will be deemed to have been supplied by Parentsubstance in all material respects with the applicable requirements of the NJBCA, the Securities Act and the Exchange Act. (e) Each of The information supplied by Parent and the Company agree to correct any information provided by it for use inclusion in the Proxy Statement/Prospectus Statement shall not, at (i) the time the Proxy Materials (or Form S-4 which shall have become false any amendment of or supplement to the Proxy Materials) are first mailed to the shareholders the Company, (ii) the time of the Company Shareholders Meeting, and (iii) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated in the Proxy Statement or necessary in order to make the statements in the Proxy Statement not misleading. The parties shall as soon as reasonably practicable notify each other If, at any time prior to the Effective Time, any event or circumstance relating to Parent or any subsidiary of the receipt of any comments from Parent, or other correspondence with the SEC staff with respect their respective officers or directors, should be discovered by Parent that should be set forth in an amendment or a supplement to the Proxy Statement/Prospectus or Form S-4 and any request by , Parent shall promptly inform the Company. All documents that Parent is responsible for filing with the SEC for any amendment to the Proxy Statement/Prospectus or Form S-4 or for additional information (and promptly deliver a copy of such comments, correspondence or request to each other). Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Shares issuable in connection with the Mergers for offering or sale transactions contemplated hereby will comply as to form and substance in any jurisdictionall material respects with the applicable requirements of the NJBCA, the Securities Act and the Exchange Act. (f) Each of the Company The information supplied by any party for inclusion in another party's Other Filing will be true and Parent correct in all material respects and shall use its reasonable best efforts not fail to cause state any material fact required to be delivered stated in the Other Filing or necessary in order to make the other party a letter of its independent auditors, dated (i) statements in the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed to the other party, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Form S-4Other Filing not misleading.

Proxy Statement. (a) As promptly as reasonably practicable following after the date execution of this Agreement, subject to the terms of this Section 7.01, Adara (i) with the assistance and cooperation of the Company and Parent as reasonably requested by Adara) shall prepare and file with the SEC a proxy statement to be sent to the stockholders of the Company and Parent in connection with the Company Stockholder Meeting and the Parent Stockholder Meeting (such proxy statement, as amended or supplemented, the “Proxy Statement/Prospectus”)) 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 (iiv) Parent any other proposals the parties deem necessary to effectuate the Merger (andcollectively, if necessary, New Diamond) the “Adara Proposals”). Adara shall promptly prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Form S-4Registration Statement”), ) in which the Proxy Statement/Prospectus will Statement shall be included as a prospectus, in connection with the registration under the Securities Act of the New Diamond 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 the Diamond Merger such actions and the Parent Shares to be issued to the stockholders of New Diamond in connection with the payment of the aggregate Stock Consideration. Parent, New Diamond and the Company will cooperate with each other in the preparation of the Proxy Statement and Registration Statement/Prospectus and Form S-4. Without limiting the generality of the foregoing, each of Parent, New Diamond Adara and the Company will provide the other with a reasonable opportunity to review drafts of, and revisions to, the Proxy Statement/Prospectus and Form S-4 prepared by such party, and each shall use its their reasonable best efforts to furnish to the other party information relating to it and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4. All of the parties hereto shall (i) cause the Proxy Statement/Prospectus and Form S-4 Registration Statement when filed with the SEC to comply as to form and substance as to such party in all material respects with the all legal requirements applicable requirements of (i) the Exchange Actthereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the Securities Act and SEC concerning the Registration Statement, (iii) cause the rules and regulations of the NYSE and the PCX. The Company or New Diamond, as appropriate, shall provide audited financial statements for inclusion in the Proxy Statement/Prospectus and Form S-4 as and Registration Statement to the extent required under applicable Law and SEC regulations. (b) Each of the Company and Parent shall use reasonable best efforts to have the Form S-4 be declared effective under the Securities Act as promptly as practicable after such filing and (iv) to maintain keep the effectiveness Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby. Prior to the effective date of the Form S-4 through the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act and the Securities Act until such time. The Company Registration Statement, Adara shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders, and Parent shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Parent’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent and New Diamond shall also take any action required to be taken under any applicable federal or state securities laws Laws in connection with the issuance of New Diamond Shares shares of Adara Class A Common Stock, in each case to be issued or issuable to the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, and the Company shall furnish all information concerning the Company and the holders stockholders of the Company Shares pursuant to this Agreement. As promptly as may be reasonably requested in connection with any such actionpracticable after finalization of the Proxy Statement, Adara shall mail the Proxy Statement to its stockholders. (cb) No filing of, or amendment or supplement to, the Form S-4 will be made by New Diamond or Parent, and no filing of, or amendment or supplement to the Proxy Statement/ Prospectus Statement or the Registration Statement will be made by Adara or the Company or Parent, in each case, without providing the approval of the other party (such approval not to be unreasonably withheld, conditioned or delayed). Adara and the Company each will advise the other, promptly after they receive notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the Adara Common Stock to be issued or issuable to the stockholders of the Company in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of Adara and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed), any response to comments of the SEC or its respective counsel a reasonable opportunity staff with respect to review the Registration Statement and comment thereonany amendment to the Registration Statement filed in response thereto. (dc) Each of the parties agrees Adara represents that none of the information supplied or to be supplied by it Adara for inclusion or incorporation by reference in the Registration Statement and the Proxy Statement/Prospectus or the Form S-4 willStatement shall not, at (i) the date such document 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 the relevant party and at Adara, (iii) the time of such party’s meeting of stockholders relating to the MergersAdara 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 the light of the circumstances under which they are were made, not misleading. For purposes If, at any time prior to the Effective Time, any event or circumstance relating to Adara or Merger Sub, or their respective officers or directors, should be discovered by Adara which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, Adara shall promptly inform the Company. All documents that Adara is responsible for filing with the SEC in connection with the Merger and the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the foregoingSecurities 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, it at (i) the time the Registration Statement is understood declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Adara, (iii) the time of Adara Stockholders’ Meeting, and agreed that information concerning (iv) the Effective Time, contain any untrue statement of a material fact or related 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 Subsidiary will Group Member, or their respective officers or directors, should be deemed to have been supplied discovered by the Company and information concerning which should be set forth in an amendment or related a supplement to Parent the Registration Statement or Acquisition Sub will be deemed to have been supplied by Parent. (e) Each of Parent and the Company agree to correct any information provided by it for use in the Proxy Statement/Prospectus or Form S-4 which , the Company shall have become false or misleadingpromptly inform Adara. The parties shall as soon as reasonably practicable notify each other of All documents that the receipt of any comments from or other correspondence Company is responsible for filing with the SEC staff with respect to the Proxy Statement/Prospectus or Form S-4 and any request by the SEC for any amendment to the Proxy Statement/Prospectus or Form S-4 or for additional information (and promptly deliver a copy of such comments, correspondence or request to each other). Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Shares issuable in connection with the Mergers for offering or sale in any jurisdiction. (f) Each of the Company Merger and Parent shall use its reasonable best efforts to cause to be delivered to the other party a letter of its independent auditors, dated (i) the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed transactions contemplated by this Agreement will comply as to the other party, in form and substance customary for “comfort” letters delivered by independent public accountants in connection all material respects with registration statements similar to the Form S-4applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Proxy Statement. (a) As promptly soon as reasonably practicable following after the date of this AgreementClosing, (i) the Company and Parent Intek shall prepare and file with the Securities and Exchange Commission a proxy statement and related solicitation materials relating to be sent to the stockholders a special meeting of the Company and Parent in connection with holders of the Company Stockholder Meeting Intek's common stock, $.01 par value (the "Intek Stockholders' Meeting") concerning the Securicor Agreement and the Parent Stockholder Meeting transactions contemplated thereby (such proxy statement, as amended or supplementedsupplemented from time to time, being herein referred to as the “"Proxy Statement/Prospectus”"), and (ii) Parent (and, if necessary, New Diamond) shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Form S-4”), in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the New Diamond shares to be issued to the stockholders of the Company in connection with the Diamond Merger and the Parent Shares to be issued to the stockholders of New Diamond in connection with the payment of the aggregate Stock Consideration. Parent, New Diamond and the Company will cooperate with each other in the preparation of the Proxy Statement/Prospectus and Form S-4. Without limiting the generality of the foregoing, each of Parent, New Diamond and the Company will provide the other with a reasonable opportunity to review drafts of, and revisions to, the Proxy Statement/Prospectus and Form S-4 prepared by such party, and shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders at such time and in such manner as permits the Intek Stockholders' Meeting to be held as promptly as practicable. MIC and ▇▇▇▇▇▇▇▇ shall each use its best efforts to furnish all information as may be reasonably requested by Intek and, in any case, as required with respect to the other party information relating to it and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4. All of the parties hereto shall cause the Proxy Statement/Prospectus and Form S-4 to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) Intek by Regulation 14A under the Exchange Act, (ii) the Securities Act and (iii) the rules and regulations of the NYSE and the PCX. The Company or New Diamond, as appropriate, shall provide audited financial statements for inclusion in the Proxy Statement/Prospectus . The information provided by Intek and Form S-4 as MIC, respectively, for use in the Proxy Statement shall, on the date when the Proxy Statement is first mailed to Intek's stockholders, and to on the extent required under applicable Law and SEC regulations. (b) Each date of the Company Intek Stockholders' Meeting, be true and Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies correct in all material respects with the applicable provisions of the Exchange Act and the Securities Act until such time. The Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders, and Parent shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Parent’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, and the Company shall furnish all information concerning the Company and the holders of the Company Shares as may be reasonably requested in connection with any such action. (c) No filing of, or amendment or supplement to, the Form S-4 will be made by New Diamond or Parent, and no filing of, or amendment or supplement to the Proxy Statement/ Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel a reasonable opportunity to review and comment thereon. (d) Each of the parties agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement/Prospectus or the Form S-4 will, at the date such document is first mailed to the stockholders of the relevant party and at the time of such party’s meeting of stockholders relating to the Mergers, contain any untrue statement of a material fact or not 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, contained therein not misleading. For purposes of the foregoing, it is understood and agreed that information concerning or related to the Company or any Company Subsidiary will be deemed to have been supplied by the Company Intek, MIC and information concerning or related to Parent or Acquisition Sub will be deemed to have been supplied by Parent. (e) Each of Parent and the Company ▇▇▇▇▇▇▇▇ each agree promptly to correct any information provided by it for use in the Proxy Statement/Prospectus or Form S-4 Statement which shall have become false or misleading. The parties Intek shall as soon as reasonably practicable notify each duly call, give notice of, convene and hold the Intek Stockholders' Meeting, for the purpose of approving, among other of the receipt of any comments from or other correspondence with the SEC staff with respect to the Proxy Statement/Prospectus or Form S-4 and any request by the SEC for any amendment to the Proxy Statement/Prospectus or Form S-4 or for additional information (and promptly deliver a copy of such comments, correspondence or request to each other). Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effectivematters, the issuance transactions contemplated under the Securicor Agreement. Intek, through its Board of any stop order or the suspension of the qualification of the Parent Shares issuable in connection with the Mergers for offering or sale in any jurisdiction. (f) Each of the Company and Parent Directors, shall use its reasonable best efforts to cause to be delivered to the other party a letter of its independent auditors, dated (i) the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed to the other party, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Form S-4.recommend to

Proxy Statement. (ai) As promptly as reasonably practicable after the date of this Agreement, but in no event more than twelve (12) Business Days following the date of this Agreement, (i) the Company and Parent shall prepare and shall cause to be filed with the SEC a preliminary proxy statement relating to the matters to be sent submitted to the stockholders of Company shareholders at the Company and Parent in connection with the Company Stockholder Meeting and the Parent Stockholder Shareholders Meeting (such proxy statement, as amended statement and any amendments or supplementedsupplements thereto, the “Proxy Statement/Prospectus”), and . (ii) Parent (and, if necessary, New Diamond) shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Form S-4”), in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the New Diamond shares to be issued to the stockholders of the Company in connection with the Diamond Merger and the Parent Shares to be issued to the stockholders of New Diamond in connection with the payment of the aggregate Stock Consideration. Parent, New Diamond and the Company will cooperate with each other in the preparation of the Proxy Statement/Prospectus and Form S-4. Without limiting the generality of the foregoing, each of Parent, New Diamond and the Company will provide the other with a reasonable opportunity to review drafts of, and revisions to, the Proxy Statement/Prospectus and Form S-4 prepared by such party, and shall use its reasonable best efforts to furnish to the other party information relating to it and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4. All of the parties hereto shall cause the Proxy Statement/Prospectus and Form S-4 to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act and (iii) the rules and regulations of the NYSE and the PCX. The Company or New Diamond, as appropriate, shall provide audited financial statements for inclusion in the Proxy Statement/Prospectus and Form S-4 as and to the extent required under applicable Law and SEC regulations. (b) Each of the Company and Parent shall use reasonable best efforts to have the Form S-4 declared effective under Proxy Statement cleared by the Securities Act SEC as promptly as practicable after such its initial filing and to maintain the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act and the Securities Act until such time. The Company shall use its reasonable best efforts to cause mail the Proxy Statement/Prospectus Statement to be mailed to the Company’s stockholders, and Parent shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Parent’s stockholders, in each case shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Actthereafter. Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald MergerThe Company shall, as applicablepromptly as reasonably practicable after receipt thereof, provide Parent with copies of any written comments received 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. The Company will supply Parent with copies of all correspondence between the Company or any of its Representatives, on the one hand, and the Company shall furnish all information concerning SEC or its staff, on the other hand, with respect to the Proxy Statement or the transactions contemplated by this Agreement and the Company and its counsel shall keep Parent and its counsel reasonably informed of all communications with the holders of the Company Shares as may be reasonably requested in connection SEC and its staff (including all meetings and telephone conferences) with any such action. (c) No filing of, or amendment or supplement to, the Form S-4 will be made by New Diamond or Parent, and no filing of, or amendment or supplement respect to the Proxy Statement/ Prospectus will be made Statement or the transactions contemplated by this Agreement. Prior to filing or mailing the Company Proxy Statement or Parentany other required filings (or, in each case, without providing any amendment or supplement thereto) or responding to any comments of the other party SEC with respect thereto, the Company shall provide Parent and its respective counsel with a reasonable opportunity to review and comment thereonon any such document or response and shall consider Parent’s comments in good faith. (diii) Each of the parties agrees The Company shall insure that none of the information supplied set forth or to be supplied by it for inclusion or incorporation incorporated by reference in the Proxy Statement/Prospectus or the Form S-4 Statement will, at the date such document is first mailed of mailing to the stockholders of the relevant party shareholders and at the time times of such party’s meeting the meetings of stockholders relating shareholders to be held in connection with the MergersMerger, 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 were made, not misleading. For purposes The Company agrees that the Proxy Statement will comply as to form in all material respects with the requirements of the foregoing, it Exchange Act and the rules and regulations of the SEC thereunder. No representation or warranty is understood and agreed that information concerning or related to the Company or any Company Subsidiary will be deemed to have been supplied made by the Company and with respect to statements made or incorporated by reference therein based on information concerning or related to Parent or Acquisition Sub will be deemed to have been supplied by Parent. (e) Each of Parent and the Company agree to correct any information provided for inclusion or incorporation by it for use reference in the Proxy Statement/Prospectus or Form S-4 which . (iv) The Company shall have become false or misleading. The parties shall as soon as reasonably practicable notify each other of the receipt of make any comments from or other correspondence with the SEC staff necessary filings with respect to the Proxy Statement/Prospectus Merger under the Securities Act and the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time, any information relating to either of the parties, or Form S-4 and any request their respective affiliates, officers or directors should be discovered by the SEC for any either party which should be set forth in an amendment or supplement to the Proxy Statement/Prospectus Statement so that such document would not include any misstatement of a material fact or Form S-4 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 party hereto and the Company shall promptly prepare and file with the SEC an appropriate amendment or for additional information supplement describing such information, and, to the extent required by Law, the Company shall cause such amendment or supplement to be disseminated to the shareholders of the Company and, if required in connection therewith, proxies shall be re-solicited with respect thereto. (and promptly deliver a copy of such comments, correspondence or request to each other). Parent will advise the v) The Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Shares issuable in connection with a Change in Company Recommendation, may amend or supplement the Mergers for offering Proxy Statement to effect or sale reflect such change without Parent’s approval, by an amendment or supplement which effects or reflects a Change in any jurisdiction. Company Recommendation; provided further that prior to amending or supplementing the Proxy Statement, it has complied with Section 5.4 of this Agreement and such amendment or supplement is limited to (fA) Each a Change in Company Recommendation, (B) a discussion of the reasons of the Company’s Board of Directors for making such Change in Company Recommendation and Parent shall use its reasonable best efforts to cause to be delivered (C) background information regarding the deliberations and conclusions of the Company’s Board of Directors relating to the Change in Company Recommendation or other party a letter of its independent auditors, dated (i) the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed to the other party, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Form S-4factual information reasonably related thereto.

Proxy Statement. (a) As promptly as reasonably practicable following after the date execution of this Agreement, (i) Merger Sub and the Company shall jointly prepare and Parent the Company shall prepare a file with the SEC the proxy statement of the Company (the "Proxy ----- Statement") relating to the special meeting of the Company's stockholders (the --------- "Company Stockholders Meeting") to be sent held to consider approval and adoption of ---------------------------- this Agreement and the Merger. Substantially contemporaneously with the filing of the Proxy Statement with the SEC, copies of the Proxy Statement shall be provided to the National Association of Securities Dealers, Inc. ("NASD"). ---- Merger Sub or the Company, as the case may be, shall furnish all information concerning Merger Sub or the Company as the other party may reasonably request in connection with such actions and the preparation of the Proxy Statement and any other filings required to be made in connection within this Agreement and the transactions contemplated hereby, including, without limitation, a Transaction Statement on Schedule 13E-3 (collectively, the "Other Filings"). As ------------- promptly as practicable the Proxy Statement will be mailed to the stockholders of the Company. The Company and Parent in connection with the Company Stockholder Meeting and the Parent Stockholder Meeting (such proxy statement, as amended or supplemented, the “Proxy Statement/Prospectus”), and (ii) Parent (and, if necessary, New Diamond) shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Form S-4”), in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the New Diamond shares to be issued to the stockholders of the Company in connection with the Diamond Merger and the Parent Shares to be issued to the stockholders of New Diamond in connection with the payment of the aggregate Stock Consideration. Parent, New Diamond and the Company will cooperate with each other in the preparation of the Proxy Statement/Prospectus and Form S-4. Without limiting the generality of the foregoing, each of Parent, New Diamond and the Company will provide the other with a reasonable opportunity to review drafts of, and revisions to, the Proxy Statement/Prospectus and Form S-4 prepared by such party, and shall use its reasonable best efforts to furnish to the other party information relating to it and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4. All of the parties hereto shall cause the Proxy Statement/Prospectus Statement and Form S-4 the Other Filings to be filed by it to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, including Sections 14(a) and 14(d) thereof and the respective regulations promulgated thereunder, (ii) the Securities Act and Act, (iii) the rules and regulations of the NYSE NASD and (iv) the PCX. The Company or New Diamond, as appropriate, shall provide audited financial statements for inclusion in the Proxy Statement/Prospectus and Form S-4 as and to the extent required under applicable Law and SEC regulationsNJBC. (b) Each The Proxy Statement shall include the recommendation of the Board of Directors of the Company and Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain the effectiveness stockholders of the Form S-4 through Company that they vote in favor of the adoption of this Agreement and the Merger; provided, however, that subject to Section 7.5(b), the Board of Directors of the Company may, at any time prior to the Effective Time and to ensure that it complies in all material respects with Time, withdraw, modify or change any such recommendation if the applicable provisions Board of Directors of the Exchange Act and the Securities Act until such time. The Company shall use determines in good faith that failure to so withdraw, modify or change its reasonable best efforts to recommendation would cause the Proxy Statement/Prospectus Board of Directors of the Company to be mailed breach its fiduciary duties to the Company’s stockholders's stockholders under applicable Laws after receipt of advice to such effect from independent legal counsel (who may be the Company's regularly engaged independent legal counsel). In addition, and Parent shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Parent’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, Statement and the Company shall furnish all information concerning Proxy Materials will include a copy of the Company and the holders written opinion of the Company Shares as may be reasonably requested Financial Advisor referred to in connection with any such actionSection 3.18. (c) No filing of, or amendment or supplement to, the Form S-4 will be made by New Diamond or Parent, and no filing of, or amendment or supplement to the Proxy Statement/ Prospectus Statement will be made without the approval of each of Merger Sub and the Company, which approval shall not be unreasonably withheld or delayed, unless such amendment or supplement to the Proxy Statement is required to be made by the Company under applicable Laws. Each of Merger Sub and the Company will advise the other, promptly after it receives notice thereof, or Parent, in each case, without providing of any request by the other party SEC or the NASD for amendment of the Proxy Statement and its respective counsel a reasonable opportunity to review the Other Filings or comments thereon and comment thereonresponses thereto or requests by the SEC for additional information. (d) Each of the parties agrees that none of the The information supplied or to be supplied by it the Company for inclusion or incorporation by reference in the Proxy Statement/Prospectus or the Form S-4 willStatement shall not, at (i) the date such document time the Proxy Materials (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the relevant party and at Company, (ii) the time of such party’s meeting of stockholders relating to the MergersCompany Stockholders' Meeting, and (iii) the Effective Time, contain any untrue statement of a material fact or omit fails to state any material fact required to be stated therein in the Proxy Statement or necessary in order to make the statements therein, in the light of the circumstances under which they are made, Proxy Statement not misleading. For purposes of If at any time prior to the foregoing, it is understood and agreed that information concerning Effective Time any event or related circumstance relating to the Company or any Company Subsidiary will Subsidiary, or their respective officers or directors, should be deemed to have been supplied discovered by the Company that should be set forth in an amendment or a supplement to the Proxy Statement, the Company shall promptly inform Merger Sub. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated hereby will comply as to form and information concerning or related to Parent or Acquisition Sub will be deemed to have been supplied by Parentsubstance in all material respects with the applicable requirements of the NJBC, the Securities Act and the Exchange Act. (e) Each of Parent and the Company agree to correct any The information provided supplied by it Merger Sub for use inclusion in the Proxy Statement/Prospectus Statement shall not, at (i) the time the Proxy Materials (or Form S-4 which shall have become false any amendment of or supplement to the Proxy Materials) are first mailed to the stockholders the Company, (ii) the time of the Company Stockholders Meeting, and (iii) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated in the Proxy Statement or necessary in order to make the statements in the Proxy Statement not misleading. The parties shall as soon as reasonably practicable notify each other of If, at any time prior to the receipt of Effective Time, any comments from event or other correspondence with the SEC staff with respect circumstance relating to Merger Sub or any Merger Sub Subsidiary, or their respective officers or directors, should be discovered by Merger Sub that should be set forth in an amendment or a supplement to the Proxy Statement/Prospectus or Form S-4 and any request by the SEC for any amendment to the Proxy Statement/Prospectus or Form S-4 or for additional information (and , Merger Sub shall promptly deliver a copy of such comments, correspondence or request to each other). Parent will advise inform the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Shares issuable . All documents that Merger Sub is responsible for filing in connection with the Mergers for offering or sale transactions contemplated by this Agreement will comply as to form and substance in any jurisdictionall material aspects with the applicable requirements of NJBC, the Securities Act and the Exchange Act. (f) Each of the Company The information supplied by any party for inclusion in another party's Other Filing will be true and Parent shall use its reasonable best efforts to cause to be delivered to the other party a letter of its independent auditors, dated (i) the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed to the other party, correct in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Form S-4all material respects.

Proxy Statement. (ai) As promptly as practicable following the execution and delivery of this Agreement and the delivery of the PCAOB Financial Statements, Parent shall, in accordance with this Section 7.1(a), prepare, with the assistance of the Company, and file with the SEC, in preliminary form, a proxy statement in connection with the Transactions (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of Parent in advance of the Special Meeting, for the purpose of, among other things: (A) providing Parent’s stockholders with the opportunity to redeem shares of Parent Class A Stock (the “Parent Stockholder Redemption”); and (B) soliciting proxies from holders of Parent 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 Parent Class A Stock in connection with Section 2.6; (3) the amendment and restatement of the Parent Organizational Documents in the form of the Parent A&R Charter attached hereto as Exhibit A and the Parent A&R Bylaws attached hereto as Exhibit B; (4) adoption of the LTIP and ESPP and (5) any other proposals the Parties deem reasonably necessary or desirable to consummate the Transactions (collectively, the “Parent Stockholder Matters”). The Proxy Statement will comply as to form and substance with the applicable requirements of the Exchange Act and the rules and regulations thereunder. Parent shall file the definitive Proxy Statement once approved by the Company as provided in clause (iii), below, with the SEC and cause the Proxy Statement to be mailed to its stockholders of record, as of the record date to be established by the board of directors of Parent, as promptly as practicable following the earlier to occur of: (Y) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; or (Z) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC (such earlier date, the “Proxy Clearance Date”). (ii) As soon as reasonably practicable following the date of this Agreement, (i) the Company shall deliver to Parent (A) audited balance sheets as of December 31, 2020 and Parent shall prepare a proxy statement to be sent to the stockholders statements of operations and comprehensive (loss) income, stockholders’ deficit and cash flows of the Company and Parent in connection Group Companies for the 12-month period ended December 31, 2020 together with the Company Stockholder Meeting auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Parent Stockholder Meeting Securities Act applicable to a registrant (such proxy statement, as amended or supplementedcollectively, the “Proxy Statement/ProspectusPCAOB Financial Statements”); provided, that, upon delivery of such PCAOB Financial Statements, such financial statements shall be deemed “Audited Financial Statements” for all the purposes of this Agreement and the representation and warranties set forth in Section 4.8 shall be deemed to apply to such Audited Financial Statements with the same force and effect as if made as of the date of this Agreement; (B) all other audited and unaudited financial statements of the Group Companies and any company or business units acquired by it, as applicable, required under the Applicable Legal Requirements of the SEC to be included in the Proxy Statement and/or the Closing Form 8-K (including pro forma financial information); (C) all selected financial data of the Group Companies required by Item 301 of Regulation S-K, as necessary for inclusion in the Proxy Statement and the Closing Form 8-K; and (iiD) Parent management’s discussion and analysis of financial condition and results of operations prepared in accordance with Item 303 of Regulation S-K of the SEC with respect to the periods ended December 31, 2020, 2019 and 2018, as necessary for inclusion in the Proxy Statement and Closing Form 8-K (and, if necessary, New Diamondincluding pro forma financial information). (iii) shall prepare and file Prior to filing the Proxy Statement with the SEC a registration statement on Form S-4 (together with all amendments theretoSEC, the “Form S-4”), in which the Proxy Statement/Prospectus Parent will be included as a prospectus, in connection with the registration under the Securities Act of the New Diamond shares to be issued make available to the stockholders of the Company in connection with the Diamond Merger and the Parent Shares to be issued to the stockholders of New Diamond in connection with the payment of the aggregate Stock Consideration. Parent, New Diamond and the Company will cooperate with each other in the preparation drafts of the Proxy Statement/Prospectus Statement and Form S-4. Without limiting any other documents to be filed with the generality of SEC, both preliminary and final, and any amendment or supplement to the foregoing, each of Parent, New Diamond Proxy Statement or such other document and the Company will provide the other Company with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. Parent shall not file the Proxy Statement with the SEC without the Company’s final approval thereof, such approval not to be unreasonably withheld, delayed or conditioned. Parent will advise the Company promptly after it receives notice thereof, of: (A) the time when the Proxy Statement has been filed; (B) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; (C) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review drafts of, and revisions to, by the SEC; (D) the filing of any supplement or amendment to the Proxy Statement/Prospectus ; (E) the issuance of any stop order by the SEC; (F) any request by the SEC for amendment of the Proxy Statement; (G) any comments from the SEC relating to the Proxy Statement and Form S-4 prepared responses thereto; and (H) requests by such party, the SEC for additional information. Parent shall promptly respond to any SEC comments on the Proxy Statement and shall use its reasonable best efforts to furnish to the other party information relating to it and its affiliates as necessary to prepare have the Proxy Statement/Prospectus and Form S-4. All of Statement cleared by the parties hereto shall cause the Proxy Statement/Prospectus and Form S-4 to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) SEC under the Exchange Act, (ii) the Securities Act and (iii) the rules and regulations of the NYSE and the PCX. The Company or New Diamond, as appropriate, shall provide audited financial statements for inclusion in the Proxy Statement/Prospectus and Form S-4 as and to the extent required under applicable Law and SEC regulations. (b) Each of the Company and Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after practicable. (iv) Each of Parent and the Company shall cooperate and mutually agree upon (such filing and agreement not to maintain the effectiveness be unreasonably withheld or delayed), any response to comments of the Form S-4 through SEC or its staff with respect to the Effective Time Proxy Statement and any amendment to ensure the Proxy Statement filed in response thereto. If Parent or the Company becomes aware that it complies any information contained in all the Proxy Statement shall have become false or misleading in any material respects respect or that the Proxy Statement is required to be amended in order to comply with Applicable Legal Requirements, then (A) such party shall promptly inform the applicable provisions of other party and (B) Parent, on the Exchange Act one hand, and the Securities Act until Company, on the other hand, shall cooperate and mutually agree upon (such timeagreement not to be unreasonably withheld or delayed) an amendment or supplement to the Proxy Statement. The Parent and the Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus Statement as so amended or supplemented, to be mailed filed with the SEC and to be disseminated to the Company’s stockholdersholders of shares of capital stock of Parent, and Parent shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Parent’s stockholdersas applicable, in each case as promptly as practicable after pursuant to Applicable Legal Requirements and subject to the Form S-4 is declared effective terms and conditions of this Agreement and the Parent Organizational Documents. (v) Parent shall make all necessary filings with respect to the Transactions under the Securities Act. Parent , the Exchange Act and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable“blue sky” laws, and the any rules and regulations thereunder. The Company shall furnish all agrees to promptly provide Parent with such information concerning the business, management, operations and financial condition of the Company and the holders of the Company Shares as may be reasonably requested in connection with any such action. (c) No filing of, or amendment or supplement to, the Form S-4 will be made by New Diamond or Parent, and no filing of, or amendment or supplement to the Proxy Statement/ Prospectus will be made by the Company or ParentSubsidiaries, in each case, without providing the other party and its respective counsel a reasonable opportunity to review and comment thereon. (d) Each of the parties agrees that none of the information supplied or to be supplied as is reasonably requested by it Parent for inclusion or incorporation by reference in the Proxy Statement/Prospectus or . The Company shall cause the Form S-4 will, at the date such document is first mailed to the stockholders officers and employees of the relevant party and at the time of such party’s meeting of stockholders relating to the Mergers, 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. For purposes of the foregoing, it is understood and agreed that information concerning or related to the Company or any Company Subsidiary will be deemed to have been supplied by the Company and information concerning or related the Company Subsidiaries to be reasonably available to Parent or Acquisition Sub will be deemed to have been supplied by Parent. (e) Each of Parent and the Company agree to correct any information provided by it for use in the Proxy Statement/Prospectus or Form S-4 which shall have become false or misleading. The parties shall as soon as reasonably practicable notify each other of the receipt of any comments from or other correspondence with the SEC staff with respect to the Proxy Statement/Prospectus or Form S-4 and any request by the SEC for any amendment to the Proxy Statement/Prospectus or Form S-4 or for additional information (and promptly deliver a copy of such comments, correspondence or request to each other). Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Shares issuable its counsel in connection with the Mergers for offering or sale in any jurisdiction. (f) Each drafting of the Company Proxy Statement and Parent shall use its reasonable best efforts responding in a timely manner to cause to be delivered to comments on the other party a letter of its independent auditors, dated (i) Proxy Statement from the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed to the other party, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Form S-4SEC.

Proxy Statement. (a) As promptly soon as reasonably practicable following after the date of this Agreement, (i) the Company will prepare and Parent shall prepare file with the SEC, a proxy statement to be sent relating to the stockholders of the Company and Parent in connection with the Company Stockholder Meeting and the Parent Stockholder Stockholders’ Meeting (such together with any amendments thereof or supplements thereto and any other required proxy statement, as amended or supplementedmaterials, the “Proxy Statement/Prospectus”), ) and (ii) Parent (and, if necessary, New Diamond) shall prepare and file with the SEC a registration statement Rule 13E-3 Transaction Statement on Form S-4 Schedule 13E-3 (together with all any amendments thereof or supplements thereto, the “Form S-4Schedule 13E-3”), in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the New Diamond shares to be issued ) relating to the stockholders of the Company in connection with the Diamond Merger transactions contemplated by this Agreement and the Parent Shares to be issued to the stockholders of New Diamond in connection with the payment of the aggregate Stock Consideration. Parent, New Diamond and the Company will cooperate with each other in the preparation of the Proxy Statement/Prospectus and Form S-4. Without limiting the generality of the foregoing, each of Parent, New Diamond and the Company will provide the other with a reasonable opportunity to review drafts of, and revisions to, the Proxy Statement/Prospectus and Form S-4 prepared by such party, and shall use its reasonable best efforts to furnish respond to the other party information relating to it and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4. All any comments of the parties hereto shall cause the Proxy Statement/Prospectus SEC and Form S-4 to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act and (iii) the rules and regulations of the NYSE and the PCX. The Company or New Diamond, as appropriate, shall provide audited financial statements for inclusion in the Proxy Statement/Prospectus and Form S-4 as and to the extent required under applicable Law and SEC regulations. (b) Each of the Company and Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act and the Securities Act until such time. The Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus Statement to be mailed to the Company’s stockholdersstockholders as promptly as practicable; provided, however, that prior to the filing of the Proxy Statement 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 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 amendments or supplements to the Proxy Statement or the Schedule 13E-3 or for additional information, and Parent shall use will supply the ▇▇▇▇▇▇ & ▇▇▇▇▇ Parties with copies of all correspondence between the Company and any of its reasonable best efforts representatives, on the one hand, and the SEC or members of its staff, on the other Table of Contents hand, with respect to cause the Proxy Statement/Prospectus , the Schedule 13E-3 or the transactions contemplated hereby. If at any time prior to the Company Stockholders’ Meeting any event should occur which is required by applicable law to be mailed to Parent’s stockholders, set forth in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, and the Company shall furnish all information concerning the Company and the holders of the Company Shares as may be reasonably requested in connection with any such action. (c) No filing an amendment of, or amendment or a supplement to, the Form S-4 Proxy Statement or the Schedule 13E-3, the Company will be made by New Diamond prepare and, if appropriate, mail to its stockholders such amendment or Parentsupplement; provided, however, that prior to such mailing, the Company will consult with the ▇▇▇▇▇▇ & Noble Parties and no filing of, or their counsel with respect to such amendment or supplement to and shall afford the Proxy Statement/ Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel a ▇▇▇▇▇▇ & ▇▇▇▇▇ Parties reasonable opportunity to review and comment thereon. (db) Each Except under the circumstances described in Section 4.3, the Company through the Company’s Board of Directors (acting upon the recommendation of the parties agrees that none Special Committee) shall recommend to its Public Stockholders the adoption of this Agreement and the information supplied or to transactions contemplated hereby and such recommendation shall be supplied by it for inclusion or incorporation by reference included in the Proxy Statement/Prospectus or the Form S-4 will, at the date such document is first mailed to the stockholders of the relevant party and at the time of such party’s meeting of stockholders relating to the Mergers, 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. For purposes of the foregoing, it is understood and agreed that information concerning or related to the Company or any Company Subsidiary will be deemed to have been supplied by the Company and information concerning or related to Parent or Acquisition Sub will be deemed to have been supplied by Parent. (e) Each of Parent Statement and the Company agree to correct any information provided by it for use in the Proxy Statement/Prospectus or Form S-4 which shall have become false or misleading. The parties shall as soon as reasonably practicable notify each other of the receipt of any comments from or other correspondence with the SEC staff with respect to the Proxy Statement/Prospectus or Form S-4 and any request by the SEC for any amendment to the Proxy Statement/Prospectus or Form S-4 or for additional information (and promptly deliver a copy of such comments, correspondence or request to each other). Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Shares issuable in connection with the Mergers for offering or sale in any jurisdictionSchedule 13E-3. (f) Each of the Company and Parent shall use its reasonable best efforts to cause to be delivered to the other party a letter of its independent auditors, dated (i) the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed to the other party, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Form S-4.

Proxy Statement. (a) As promptly as reasonably practicable following after the date execution of this Agreement, (i) the Company and Parent shall prepare a proxy statement to be sent to the stockholders of the Company and Parent in connection with the Company Stockholder Meeting and the Parent Stockholder Meeting (such proxy statement, as amended or supplemented, the “Proxy Statement/Prospectus”), and (ii) Parent (and, if necessary, New Diamond) shall prepare and file with the SEC preliminary proxy materials with appropriate requests for confidential treatment, which shall constitute the Company's proxy statement (the "Proxy Statement") to be furnished to the --------------- Company's stockholders in connection with the solicitation of proxies on behalf of the Company's Board of Directors for use at the Company's Stockholders' Meeting contemplated by Section 7.9, and Parent shall prepare and file with the ----------- SEC a registration statement on Form S-4 S-4, (such Form S-4, together with all any amendments thereof or supplements thereto, the “"Form S-4”), ") in which the Proxy Statement/Prospectus will -------- Statement shall be included as a prospectus, prospectus in connection with the registration under the Securities Act of the New Diamond shares of Parent Common Stock to be issued distributed to holders of shares of Company Common Stock pursuant to the stockholders of Merger. Parent, Magellan and the Company will cause the Form S-4 and the Proxy Statement to comply in all material respects with the Securities Act, the Exchange Act and the rules and regulations thereunder. Each of Parent, Magellan and the Company shall use all reasonable efforts to have or cause the Form S-4 to become effective (including clearing the Proxy Statement with the SEC) as promptly as practicable thereafter, and shall take any and all actions required under any applicable federal or state securities or blue sky laws in connection with the Diamond Merger and the issuance of shares of Parent Shares to be issued Common Stock pursuant to the stockholders of New Diamond in connection with the payment of the aggregate Stock Consideration. Parent, New Diamond and the Company will cooperate with each other in the preparation of the Proxy Statement/Prospectus and Form S-4Merger. Without limiting the generality of the foregoing, each of Parent, New Diamond Magellan and the Company will provide agrees to use all reasonable efforts, after consultation with the other such parties, to respond promptly to any comments made by the SEC with a reasonable opportunity respect to review drafts of, and revisions to, the Proxy Statement/Prospectus Statement (including each preliminary version thereof) and Form S-4 prepared by such party, and shall use its reasonable best efforts to furnish to the other party information relating to it and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4. All of the parties hereto shall cause the Proxy Statement/Prospectus and Form S-4 to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act and (iii) the rules and regulations of the NYSE and the PCX. The Company or New Diamond, as appropriate, shall provide audited financial statements for inclusion in the Proxy Statement/Prospectus and Form S-4 as and to the extent required under applicable Law and SEC regulations. (b) Each of the Company and Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing (including each amendment thereof and to maintain the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act and the Securities Act until such timesupplement thereto). The Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders, and Parent shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Parent’s stockholders, in each case as As promptly as practicable after the Form S-4 is declared effective under and the Securities Act. Parent and New Diamond Proxy Statement has been approved by the SEC, the Company shall also take any action required use all reasonable efforts to cause the Proxy Statement to be taken under any applicable state securities laws furnished to the Company's stockholders in connection accordance with the issuance governing provisions of New Diamond Shares in the Diamond Exchange Act and Regulations 14A promulgated thereunder. The Proxy Statement shall contain the recommendation of the Board of Directors of the Company that the stockholders of the Company vote to approve and adopt the Merger and Parent Shares this Agreement, unless the Board of Directors of the Company concludes in good faith upon considering the Emerald Mergeradvice of outside counsel that such recommendation would constitute a breach by the Board of Directors of the Company of its fiduciary duty under applicable law. (b) Parent, as applicableMagellan, and the Company shall furnish will cooperate in the preparation of the Form S-4 and Proxy Statement and will provide each other all information concerning reasonably requested by the Company other parties to enable such other parties to comply with the requirements of the Securities Act and the holders Exchange Act. Without limiting the generality of the Company Shares foregoing, (i) the Company, Magellan and Parent shall each notify the others as may promptly as practicable upon becoming aware of any event or circumstance which should be reasonably requested described in connection an amendment of, or a supplement to, the Proxy Statement or the Form S-4, and (ii) the Company, Magellan and Parent shall each notify the others as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, the Proxy Statement or the Form S-4, and shall promptly supply the others with copies of all correspondence between it or any such actionof its representatives and the SEC with respect to any of the foregoing filings. (c) No filing of, or amendment or supplement to, the Form S-4 will be made by New Diamond or Parent, and no filing of, or amendment or supplement to the Proxy Statement/ Prospectus will be made The information supplied by the Company or Parent, in each case, without providing the other party and its respective counsel a reasonable opportunity to review and comment thereon. (d) Each of the parties agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement/Prospectus or Statement and the Form S-4 will, shall not (i) at the date such document time the Form S-4 is declared effective, (ii) at the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders holders of the relevant party and Company Common Stock, (iii) at the time of such party’s meeting of stockholders relating to the MergersCompany Stockholders' Meeting and (iv) at the Effective Time, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in order light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or any of its Affiliates or its or their respective officers or directors should be discovered by the Company which should be set forth in an amendment to the Form S-4 or a supplement to the Proxy Statement, the Company shall promptly inform Parent and Magellan of such event or circumstance. Notwithstanding anything to the contrary in this paragraph, no representation or warranty is made by Parent or Magellan with respect to statements made or incorporated by reference in the Proxy Statement or Form S-4 based on information supplied by the Company for inclusion or incorporation by reference therein. (d) The information supplied by the Parent or Magellan for inclusion or incorporation by reference in the Proxy Statement and the Form S-4 shall not (i) at the time the Form S-4 is declared effective, (ii) at the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to holders of Company Common Stock, (iii) at the time of the Company Stockholders' Meeting and (iv) at the Effective Time, contain any 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 are made, not misleading. For purposes of the foregoing, it is understood and agreed that information concerning or related If at any time prior to the Company Effective Time any event or circumstance relating to the Parent or Magellan or any of their Affiliates or their respective officers or directors should be discovered by Parent or Magellan which should be set forth in an amendment to the Form S-4 or a supplement to the Proxy Statement, Parent and Magellan shall promptly inform the Company Subsidiary will be deemed of such event or circumstance. Notwithstanding anything to have been supplied the contrary in this paragraph, no representation or warranty is made by the Company and with respect to statements made or incorporated by reference in the Proxy Statement or Form S-4 based on information concerning or related to supplied by Parent or Acquisition Sub will be deemed to have been supplied Magellan for inclusion or incorporation by Parentreference therein. (e) Each of Parent and the The Company agree to correct any information provided by it for use in the Proxy Statement/Prospectus or Form S-4 which shall have become false or misleading. The parties shall as soon as reasonably practicable notify each other of the receipt of any comments from or other correspondence with the SEC staff with respect to the Proxy Statement/Prospectus or Form S-4 and any request by the SEC for any amendment to the Proxy Statement/Prospectus or Form S-4 or for additional information (and promptly deliver a copy of such comments, correspondence or request to each other). Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Shares issuable in connection with the Mergers for offering or sale in any jurisdiction. (f) Each of the Company and Parent shall use its reasonable best efforts to cause to be delivered to the other party Parent a letter of its ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, the Company's independent auditorspublic accountants, dated (i) a date within two business days before the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed to the other partyParent, in form and substance reasonably satisfactory to Parent and customary in scope and substance for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (f) Parent shall use reasonable efforts to cause to be delivered to the Company a letter of KPMG Peat Marwick LLP, Parent's independent public accountants, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to the Company, in form and substance reasonably satisfactory to the Company and customary in scope and substance for letters delivered by independent public accountants in connection with registration statements similar to the Form S-4.

Proxy Statement. (a) As promptly as reasonably practicable following after the date of this the Agreement, (i) the Company and Parent shall prepare and file with the SEC, and shall use all reasonable efforts to have cleared by the SEC, and promptly thereafter shall mail to stockholders, a proxy statement to be sent to the stockholders of the Company and Parent in connection with a meeting of the Company Stockholder Meeting and Company's stockholders (the Parent Stockholder Meeting "Stockholders Meeting") to consider the Merger (such proxy statement, as amended or supplemented, is herein referred to as the “"Proxy Statement/Prospectus”"), and (ii) Parent (and, if necessary, New Diamond) shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Form S-4”), in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the New Diamond shares to be issued to the stockholders of the Company in connection with the Diamond Merger and the Parent Shares to be issued to the stockholders of New Diamond in connection with the payment of the aggregate Stock Consideration. Parent, New Diamond and the Company will cooperate with each other in the preparation of the Proxy Statement/Prospectus and Form S-4. Without limiting the generality of the foregoing, each of Parent, New Diamond and the Company will provide the other with a reasonable opportunity to review drafts of, and revisions to, the Proxy Statement/Prospectus and Form S-4 prepared by such party, and shall use its reasonable best efforts to furnish to the other party information relating to it and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4. All of the parties hereto shall cause the Proxy Statement/Prospectus and Form S-4 to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act and (iii) the rules and regulations of the NYSE and the PCX. The Company or New Diamond, as appropriate, shall provide audited financial statements for inclusion in the Proxy Statement/Prospectus and Form S-4 as and to the extent required under applicable Law and SEC regulations. (b) Each of the Company and Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain the effectiveness (i) notify Parent of the Form S-4 through the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act and the Securities Act until such time. The Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders, and Parent shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Parent’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, and the Company shall furnish all information concerning the Company and the holders of the Company Shares as may be reasonably requested in connection with any such action. (cA) No filing of, or amendment or supplement to, the Form S-4 will be made by New Diamond or Parent, and no filing of, or amendment or supplement to the Proxy Statement/ Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel a reasonable opportunity to review and comment thereon. (d) Each of the parties agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement/Prospectus or the Form S-4 will, at the date such document is first mailed to the stockholders of the relevant party and at the time of such party’s meeting of stockholders relating to the Mergers, 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. For purposes of the foregoing, it is understood and agreed that information concerning or related to the Company or any Company Subsidiary will be deemed to have been supplied by the Company and information concerning or related to Parent or Acquisition Sub will be deemed to have been supplied by Parent. (e) Each of Parent and the Company agree to correct any information provided by it for use in the Proxy Statement/Prospectus or Form S-4 which shall have become false or misleading. The parties shall as soon as reasonably practicable notify each other of the receipt of any oral or written comments from or other correspondence with the SEC staff with respect to the Proxy Statement/Prospectus or Form S-4 and (B) any request by the SEC for any amendment to the Proxy Statement/Prospectus or Form S-4 Statement or for additional information (and promptly deliver a copy of such comments, correspondence or request to each other). Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Shares issuable in connection with the Mergers for offering or sale in any jurisdiction. (f) Each of the Company and Parent shall use its reasonable best efforts to cause to be delivered to the other party a letter of its independent auditors, dated (i) the date on which the Form S-4 shall become effective and (ii) provide Parent with copies of all written correspondence between the Closing Date, Company and addressed the SEC or members of its staff with respect to the other partyProxy Statement. Notwithstanding anything to the contrary in SECTION 6.1(a), prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent a reasonable opportunity to review and comment on such document or response, (ii) shall include in such document or response all comments reasonably proposed by Parent and (iii) shall not file or mail such document or respond to the SEC prior to receiving the approval of Parent (which approval shall not be unreasonably withheld or delayed). The Proxy Statement shall contain the recommendation of the Board of Directors in favor of the Merger. Notwithstanding anything herein to the contrary, if (x) the Company receives a Superior Proposal which was unsolicited and did not otherwise result from a breach of SECTION 5.2 and (y) the Board of Directors has determined (in good faith after consultation with its outside legal counsel) that the failure to take such action would be inconsistent with the fiduciary duties of the Board of Directors under applicable law, the Board of Directors may, as long as at such time such Takeover Proposal continues to be a Superior Proposal, determine (A) not to make or may withdraw, modify or change, such recommendation (provided that such determination shall not allow the Company to fail to file, mail and clear with the SEC the Proxy Statement and hold the Stockholders Meeting as described herein). The Company may, if it has complied with the provisions of SECTION 5.2 and this SECTION 6.1 and if it receives a Takeover Proposal (which is reasonably likely to result in a Superior Proposal) which was unsolicited and did not otherwise result from a breach of SECTION 5.2, delay the mailing of the Proxy Statement or the holding of the Stockholders Meeting, in form each case, for such time (not to exceed five Business Days) as is necessary for the Board of Directors to consider such Takeover Proposal and substance customary for “comfort” letters delivered by independent public accountants to determine the effect, if any, on its recommendation in connection favor of the Merger. (b) Parent and Merger Sub will furnish the Company with registration statements similar such information concerning Parent and Merger Sub and their Subsidiaries as is necessary in order to cause the Form S-4Proxy Statement, insofar as it relates to Parent and Merger Sub and any of their Subsidiaries, to comply with applicable law. The Company, Parent and Merger Sub 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 Exchange Act.

Proxy Statement. (a) As If required under applicable law, the Company shall prepare the Proxy Statement, file it with the SEC under the Exchange Act as promptly as reasonably practicable following after Merger Subsidiary purchases Shares pursuant to the date of this AgreementOffer, (i) and use all commercially reasonable efforts to have the Proxy Statement cleared by the SEC. Parent and Merger Subsidiary shall promptly furnish to the Company all information concerning Parent and Parent shall prepare a proxy statement to Merger Subsidiary that may be sent to the stockholders of the Company and Parent required or reasonably requested in connection with the Company Stockholder Meeting and the Parent Stockholder Meeting (such proxy statement, as amended or supplemented, the “Proxy Statement/Prospectus”), and (ii) Parent (and, if necessary, New Diamond) shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Form S-4”), in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the New Diamond shares to be issued to the stockholders of the Company in connection with the Diamond Merger and the Parent Shares to be issued to the stockholders of New Diamond in connection with the payment of the aggregate Stock Considerationany action contemplated by this Section 5.10. Parent, New Diamond Merger Subsidiary and the Company will shall cooperate with each other in the preparation of the Proxy Statement/Prospectus and Form S-4. Without limiting the generality of the foregoing, each of Parent, New Diamond and the Company will provide the other with a reasonable opportunity to review drafts of, and revisions to, the Proxy Statement/Prospectus and Form S-4 prepared by such party, and shall use its reasonable best efforts to furnish to the other party information relating to it and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4. All of the parties hereto shall cause the Proxy Statement/Prospectus and Form S-4 to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act and (iii) the rules and regulations of the NYSE and the PCX. The Company or New Diamond, as appropriate, shall provide audited financial statements for inclusion in the Proxy Statement/Prospectus and Form S-4 as and to the extent required under applicable Law and SEC regulations. (b) Each of the Company and Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act and the Securities Act until such time. The Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders, and Parent shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Parent’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, and the Company shall furnish notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent promptly copies of all information concerning correspondence between the Company or any Representative of the Company and the holders of the SEC. The Company Shares as may be reasonably requested in connection with any such action. (c) No filing of, or amendment or supplement to, the Form S-4 will be made by New Diamond or Parent, and no filing of, or amendment or supplement to the Proxy Statement/ Prospectus will be made by the Company or Parent, in each case, without providing the other party shall give Parent and its respective counsel a reasonable opportunity to review and comment thereon. (d) on the Proxy Statement prior to its being filed with the SEC and shall give Parent and its counsel a reasonable opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Merger Subsidiary agrees to use its commercially reasonable efforts, after consultation with the other parties agrees that none hereto, to respond promptly to all such comments of and requests by the information supplied or to be supplied by it for inclusion or incorporation by reference in SEC. As promptly as practicable after the Proxy Statement/Prospectus or Statement has been cleared by the Form S-4 willSEC, at the date such document is first mailed Company shall mail the Proxy Statement to the stockholders of the relevant party and at Company. The Proxy Statement shall include the time of such party’s meeting of stockholders relating to the Mergers, 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. For purposes of the foregoing, it is understood and agreed that information concerning or related to the Company or any Company Subsidiary will be deemed to have been supplied recommendation by the Company and information concerning or related to Parent or Acquisition Sub will be deemed to have been supplied by Parent. (e) Each Board of Parent and the Company agree to correct any information provided by it for use in the Proxy Statement/Prospectus or Form S-4 which shall have become false or misleading. The parties shall as soon as reasonably practicable notify each other of the receipt of any comments from or other correspondence with the SEC staff with respect to the Proxy Statement/Prospectus or Form S-4 and any request by the SEC for any amendment to the Proxy Statement/Prospectus or Form S-4 or for additional information (and promptly deliver a copy of such comments, correspondence or request to each other). Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Shares issuable in connection with the Mergers for offering or sale in any jurisdiction. (f) Each Directors of the Company that the Company's stockholders vote to approve the Merger and Parent shall use its reasonable best efforts to cause to be delivered to the other party a letter of its independent auditors, dated (i) the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed to the other party, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Form S-4this Agreement.

Proxy Statement. (a) As promptly soon as reasonably commercially practicable following the date of this Agreement, (i) the Company and Parent shall prepare a proxy statement to be sent to the stockholders of the Company and Parent in connection with the Company Stockholder Meeting and the Parent Stockholder Meeting (such proxy statement, as amended or supplementedhereafter, the “Proxy Statement/Prospectus”), and (ii) Parent (and, if necessary, New Diamond) Buyer shall prepare and file with the SEC a registration proxy statement on Form S-4 meeting the requirements of Section 14 of the Exchange Act and the related rules and regulations thereunder promulgated by the SEC (together with all amendments theretothe “Proxy Statement”) to solicit, at a duly convened meeting of the Buyer’s shareholders (“Shareholders’ Meeting”), such shareholders’ approval of the following matters, which shall be presented as a single matter for the approval of the shareholders (collectively, the “Form S-4Voting Matters”): (i) the Bridge Conversion; (ii) the Consulting Agreement; (iii) certain amendments of the Buyer’s articles of incorporation and bylaws as are necessary to effect the transactions contemplated hereby (including, without limitation, the amendments necessary so as to ensure that Subchapter (E) of Chapter 25 of the PBCL does not apply to the Transactions)(the “Charter Amendment”); and (iv) each of the respective transactions contemplated thereby including, without limitation, the issuance of the Warrants pursuant to the Consulting Agreement and Seller Warrants (as such term is defined in which the Asset Purchase Agreement) pursuant to the Asset Purchase Agreement (collectively, the “Transactions”). In connection with the preparation of the Proxy Statement/Prospectus will , each of Assignee, Asera and the Bridge Lenders shall promptly provide to the Buyer such information concerning the business, financial statements and affairs of Assignee, Asera or Bridge Lenders, as applicable, as may be included required under applicable law, and such other information as a prospectusthe Buyer may reasonably request in good faith and upon the advice of counsel, for inclusion in connection the Proxy Statement, or in any amendments or supplements thereto, and cause its counsel and auditors to cooperate with the registration under the Securities Act of the New Diamond shares to be issued to the stockholders of the Company in connection with the Diamond Merger Buyer’s counsel and the Parent Shares to be issued to the stockholders of New Diamond in connection with the payment of the aggregate Stock Consideration. Parent, New Diamond and the Company will cooperate with each other auditors in the preparation of the Proxy Statement/Prospectus and Form S-4. Without limiting the generality of the foregoing, each of Parent, New Diamond and the Company will provide the other with a reasonable opportunity to review drafts of, and revisions to, the Proxy Statement/Prospectus and Form S-4 prepared by such party, and The Buyer shall use its commercially reasonable best efforts to furnish to the other party information relating to it and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4. All of the parties hereto shall cause the Proxy Statement/Prospectus and Form S-4 to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act and (iii) the rules and regulations of the NYSE and the PCX. The Company or New Diamond, as appropriate, shall provide audited financial statements for inclusion in the Proxy Statement/Prospectus and Form S-4 as and to the extent required under applicable Law and SEC regulations. (b) Each of the Company and Parent shall use reasonable best efforts to have the Form S-4 declared effective under Proxy Statement cleared by the Securities Act SEC as promptly as practicable after such filing filings, and to maintain the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act and the Securities Act until such time. The Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus Statement to be mailed to its shareholders at the Companyearliest practicable time after the Proxy Statement is cleared by the SEC. The Proxy Statement shall include the recommendation of the Board of Directors of the Buyer in favor of each of the Transactions and the conclusion of the Buyer’s stockholdersBoard of Directors that the terms and conditions of each of the Transactions are fair and reasonable to, and Parent shall use its reasonable in the best efforts interests of, the shareholders of the Buyer. Each of the Buyer, the Assignee, Asera and the Bridge Lenders, severally and not jointly, represents and warrants that the information to cause be supplied by or on behalf of such party for inclusion in the Proxy Statement/Prospectus Statement to be mailed sent to Parent’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under shareholders of the Securities Act. Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws Buyer in connection with the issuance of New Diamond Shares in Shareholders’ Meeting (as defined below) shall not, on the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, and the Company shall furnish all information concerning the Company and the holders of the Company Shares as may be reasonably requested in connection with any such action. (c) No filing of, or amendment or supplement to, the Form S-4 will be made by New Diamond or Parent, and no filing of, or amendment or supplement to date the Proxy Statement/ Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel a reasonable opportunity to review and comment thereon. (d) Each of the parties agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement/Prospectus or the Form S-4 will, at the date such document Statement is first mailed to the stockholders of the relevant party and Buyer’s shareholders or at the time of such party’s meeting of stockholders relating to the MergersShareholders’ Meeting, (a) contain any untrue statement which, at such time and in light of a the circumstances under which it shall be made, is false or misleading with respect to any material fact or fact, (b) omit to state any material fact required to be stated therein or necessary in order to make the statements therein, made in the light of the circumstances under which they are madeProxy Statement not false or misleading, not misleading. For purposes of the foregoing, it is understood and agreed that information concerning or related (c) omit to the Company or state any Company Subsidiary will be deemed to have been supplied by the Company and information concerning or related to Parent or Acquisition Sub will be deemed to have been supplied by Parent. (e) Each of Parent and the Company agree material fact necessary to correct any information provided by it statement in any earlier communication with respect to the solicitation of proxies for use in the Proxy Statement/Prospectus or Form S-4 Shareholders’ Meeting which shall have has become false or misleading. The parties shall as soon as reasonably practicable notify each other of If at any time prior to the receipt of Shareholders’ Meeting any comments from fact or other correspondence with the SEC staff with respect event relating to any party is discovered by such party or occurs which should be set forth in a supplement to the Proxy Statement/Prospectus , such party shall promptly inform each other party hereto of such fact or Form S-4 event. The Buyer shall keep the Assignee, Asera and any request by the SEC for any amendment Bridge Lenders apprised of the status of matters relating to the Proxy Statement/Prospectus Statement and the Shareholders’ Meeting, including promptly furnishing the Assignee, Asera and the Collateral Agent with copies of notices or Form S-4 or for additional information (and promptly deliver a copy of such comments, correspondence or request other communications related to each other). Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order Proxy Statement or the suspension of Shareholders’ Meeting received by the qualification of Buyer from the Parent Shares issuable in connection with the Mergers for offering SEC or sale in any jurisdictionNASD. (f) Each of the Company and Parent shall use its reasonable best efforts to cause to be delivered to the other party a letter of its independent auditors, dated (i) the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed to the other party, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Form S-4.