Common use of Registration Statement; Proxy Statement Clause in Contracts

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Parent and the Company shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be included, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in the Merger. Each of Parent and the Company shall use 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, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or 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. (b) The information supplied by the Company and Parent for inclusion or incorporation by reference in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (iv) the time of the Company Stockholders’ Meeting, and (v) the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent, or any of their respective Subsidiaries, or their respective officers or directors, is discovered by such party which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, such party shall promptly inform the other party. All documents that either the Company or Parent 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 of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Parent Agreement (i) IHK and the Company shall prepare and IHK shall file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be included, in connection with the registration under the Securities Act of the shares of Parent IHK Common Stock to be issued to the stockholders of the Company in the Merger, a portion of which Registration Statement shall also serve as the joint proxy statement/prospectus (together with any amendments thereof or supplements thereto, the "Proxy Statement") relating to the Stockholders' Meetings. Each The Registration Statement shall also register the resale of Parent IHK Common Stock received in the Offer and the Merger by Affiliates of the Company by such Affiliates and IHK shall maintain the effectiveness of the Registration Statement with respect to such resales of such IHK Common Stock for a period of one year after the Effective Time. At any time during such one year period, upon IHK's request, any such Affiliates shall not be allowed to sell IHK Common Stock pursuant to such Registration Statement for a period of 45 days if (i) IHK or any IHK Subsidiary is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such sales were not made), and IHK determines in good faith that such disclosure would be materially detrimental to IHK and its stockholders, or (ii) IHK determines to effect a registered underwritten public offering of IHK's equity securities or of securities convertible to IHK's equity securities for IHK's account and IHK takes substantial steps (including, but not limited to, selecting the managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering; provided, however, that IHK may only make such a request twice during such one year period. A deferral of such sales shall be lifted, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for IHK's account is abandoned. The Company and such Affiliates shall furnish all information concerning the Company and such Affiliates as IHK may reasonably request in connection with such actions and the preparation of the Registration Statement and the Proxy Statement. IHK shall use commercially reasonable efforts, and the Company shall use reasonable best efforts and such Affiliates will cooperate with IHK, to cause the Registration Statement to become effective as promptly as practicable, and, prior practicable and to keep the Registration Statement effective as long as is necessary to consummate the Merger. Prior to the effective date of the Registration Statement, Parent IHK shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent IHK Common Stock in pursuant to the Merger. Each IHK shall, as promptly as practicable, provide copies of Parent any written comments received from the SEC with respect to the Registration Statement to the Company and advise the Company of any verbal comments with respect to the Registration Statement received from the SEC. IHK and the Company shall furnish all information concerning it and the holders of its capital stock as each give the other may reasonably request in connection with such actions and its counsel the preparation of opportunity to review the Registration Statement and Proxy Statementeach document to be incorporated by reference therein and all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or sent to, the SEC. As IHK and the Company shall each use commercially reasonable efforts, after consultation with the other party, to respond promptly to all such comments of and requests by the SEC. Unless otherwise required by the applicable fiduciary duties of the respective Boards of Directors to their respective stockholders (as determined in good faith by each respective Board of Directors based upon the advice of its outside counsel), as promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SECeffective, the Company and Parent IHK shall mail the Joint Proxy/Prospectus Proxy Statement to their respective stockholders; provided, however, that . (b) Unless otherwise required pursuant to the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light applicable fiduciary duties of the date set for respective Boards of Directors to their respective stockholders (as determined in good faith by each respective Board of Directors based upon the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing ofadvice of its outside counsel), or no amendment or supplement to, to the Proxy Statement shall or the Registration Statement will be made by Parent IHK or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, Company without the prior written consent approval of the other party, such consent which approval shall not to be unreasonably withheld. Parent and the Company each shall IHK will advise the otherCompany, 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 Parent IHK Common Stock issuable in connection with the Merger 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 informationStatement. (bc) Notwithstanding anything to the contrary in this Agreement, (i) IHK shall have no obligation to mail the Proxy Statement to its shareholders unless and until IHK shall have received the "comfort letter" referred to in Section 6.10(a) and (ii) the Company shall have no obligation to mail the Proxy Statement to its stockholders unless and until the Company shall have received the "comfort letter" referred to in Section 6.10(b). (d) The information supplied by IHK for inclusion in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to its shareholders and (iii) the time of the IHK Shareholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to the time of the IHK Shareholders' Meeting, any event or circumstance relating to IHK or any IHK Subsidiary, or their respective officers or directors, should be discovered by IHK which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, IHK shall promptly inform the Company. (e) The information supplied by the Company and Parent for inclusion or incorporation by reference in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, Company and (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (iv) the time of the Company Stockholders’ Meeting, and (v) the time of the Parent Stockholders’ ' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, therein not misleading. If at any time prior to the Effective Time time of the Company Stockholders' Meeting any event or circumstance relating to the Company or Parent, or any of their respective SubsidiariesCompany Subsidiary, or their respective officers or directors, is should be discovered by such party the Company which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, such party the Company shall promptly inform the other party. IHK. (f) All documents that either the Company or Parent IHK is responsible for filing with the SEC in connection with the transactions contemplated hereby herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (g) All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material aspects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this AgreementAgreement and receipt of the applicable PCAOB Financial Statements, Parent SPAC and the Company shall prepare prepare, and the Company shall file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements theretoSEC, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 F-4 (together with all amendments theretoas amended or supplemented, the “Registration Statement”; ), which will include (1) a proxy statement (“Proxy Statement”) to be sent to the prospectus contained stockholders of SPAC relating to the meeting of SPAC’s stockholders (the “SPAC Stockholders’ Meeting”) to be held to consider approval and adoption of (i) this Agreement and the Merger (the “SPAC Merger Proposal”), (ii) any other proposals reasonably agreed by SPAC and the Company to be necessary or appropriate in connection with the Merger, (iii) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Registration Statement together with or correspondence related thereto and (iv) adjournment of the Proxy StatementSPAC Stockholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (collectively, the “Joint Proxy/ProspectusSPAC Proposals”), in which the Proxy Statement shall be included, in connection with ) and (2) a prospectus covering the registration under the Securities Act of the shares of Parent Common Stock to be issued to issuance by the stockholders Company of the Company Shares and Company Warrants in the Merger. Each of Parent SPAC and the Company each shall use their reasonable best efforts to (A) cause the Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (B) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Registration Statement, (C) cause the Registration Statement to become be declared effective under the Securities Act as promptly as practicable, and, prior to the effective date of practicable and (D) keep the Registration StatementStatement effective as long as is necessary to consummate the Transactions. As promptly as practicable after the date on which the Registration Statement is declared effective by the SEC, Parent SPAC shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with mail the issuance of shares of Parent Common Stock in the MergerProxy Statement to its stockholders. Each of Parent and SPAC, the Company and Merger Sub shall furnish all information concerning it itself, its subsidiaries, officers, directors, managers, shareholders, and the other equity holders of its capital stock and information regarding such other matters as the other may reasonably request be requested in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared or any other statement, filing, notice or application made by the SECor on behalf of SPAC, the Company and Parent shall mail the Joint Proxy/Prospectus to or their respective stockholders; provided, however, that affiliates to any regulatory authority (including the parties shall consult and cooperate New York Stock Exchange) in connection with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. Transactions. (b) No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall will be made by Parent, in each case, the Company without the prior written consent approval of the other party, SPAC (such consent approval not to be unreasonably withheld, conditioned or delayed). Parent and the The Company each shall will advise the otherSPAC, promptly after it receives receipt of 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, or the suspension of the qualification of the Parent Common Stock Company Shares to be issued or issuable to the stockholders of SPAC in connection with the Merger this Agreement for offering or sale in any jurisdiction, 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. (b) The information supplied . SPAC will advise the Company, promptly after receipt of notice thereof, if there is notification of an Action pending or threatened in writing against SPAC by the New York Stock Exchange or the SEC with respect to the registration of the SPAC Units, the shares of Class A Common Stock or SPAC Warrants or to terminate the listing of SPAC on the New York Stock Exchange. Each of SPAC and the Company shall cooperate and Parent for inclusion mutually agree upon (such agreement not to be unreasonably withheld or incorporation by reference in delayed) any response to comments of the SEC or its staff with respect to the Registration Statement and any amendment to the Proxy Registration Statement filed in response thereto. (c) SPAC represents that the information supplied by SPAC for inclusion in the Registration Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the CompanySPAC, (iii) the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, SPAC Stockholders’ Meeting and (iv) the time of the Company Stockholders’ Meeting, and (v) the time of the Parent Stockholders’ MeetingClosing, contain any untrue statement of a material fact or omit fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they were made, not misleading. If If, at any time prior to the Effective Time Closing, any event or circumstance relating to the Company SPAC or Parent, or any of their respective Subsidiaries, or their respective its officers or directors, is should be discovered by such party SPAC which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, such party SPAC shall promptly inform the other partyCompany. All documents that either the Company or Parent SPAC is responsible for filing with the SEC in connection with the transactions contemplated hereby Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (d) The Company and Merger Sub represent that the information supplied by the Company or Merger Sub for inclusion in the Registration Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of SPAC, (iii) the time of the SPAC Stockholders’ Meeting, and (iv) the Closing, 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. Without limiting the foregoing, SPAC shall use reasonable best efforts to ensure that the Proxy Statement does not, as of the date on which it is distributed to SPAC’s stockholders, and as of the date of the SPAC Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided, that SPAC shall not be responsible for the accuracy or completeness of any information relating to the Company or Merger or any other information furnished in writing by the Company for inclusion in the Registration Statement). If, at any time prior to the Closing, any event or circumstance relating to the Company or Merger Sub or its respective officers and directors, should be discovered by the Company or Merger Sub which should be set forth in an amendment or a supplement to the Registration Statement, the Company or Merger Sub shall promptly inform SPAC. All documents that the Company is responsible for filing with the SEC in connection with the Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Parent and the Company shall jointly prepare and shall file with the SEC a joint proxy statement relating to document or documents that will constitute (i) the Company Stockholders’ Meeting and prospectus forming part of the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 of Parent (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”"REGISTRATION STATEMENT"), in which the Proxy Statement shall be included, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to Company's stockholders pursuant to the Merger and (ii) the proxy statement with respect to the Merger relating to the special meeting of Company's stockholders to be held to consider approval of this Agreement and the Merger (the "COMPANY STOCKHOLDERS' MEETING") (together with any amendments thereto, the "PROXY STATEMENT"). Copies of the Company Proxy Statement shall be provided to the NNM in the Mergeraccordance with its rules. Each of Parent and the Company parties hereto shall use all reasonable best efforts to cause the Registration Statement to become effective as promptly as practicablepracticable after the date hereof, and, prior to the effective date of the Registration Statement, Parent the parties hereto shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in pursuant to the Merger. Each of Parent and or Company, as the Company case may be, shall furnish all information concerning it and the holders of its capital stock Parent or Company as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement and the Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light date of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement toRegistration Statement, the Proxy Statement shall be made by Parent or mailed to the stockholders of Company. Each of the parties hereto 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, (ii) the Securities Act, (iii) the rules and regulations of the NNM. (b) The Proxy Statement shall include (i) the approval of the Merger and the recommendation of the board of directors of Company to Company's stockholders that they vote in favor of approval of this Agreement and the Merger, subject to the right of the board of directors of Company to withdraw its recommendation and recommend a Superior Proposal in compliance with Section 6.04 of this Agreement, and (ii) the opinion of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ referred to in Section 4.19. The board of directors of Company shall submit this Agreement to Company's stockholders whether or not at any time subsequent to the date hereof such board determines that it can no filing oflonger make such recommendation; PROVIDED, HOWEVER, that, in the case of such withdrawal of such board's recommendation, Company may delay or adjourn the meeting at which this Agreement is submitted to such stockholders by as many as ten business days in order to give such stockholders a reasonable opportunity to consider such withdrawal of recommendation. (c) No amendment or supplement to, to the Proxy Statement or the Registration Statement shall be made by Parent, in each case, without the prior written approval of Parent and Company, which approval shall not be unreasonably withheld or delayed; PROVIDED, HOWEVER, that the consent of Parent shall not be required to amend or supplement the other party, such consent not Proxy Statement to be unreasonably withheldreflect the withdrawal of the recommendation of Company's board of directors that Company's stockholders vote in favor of the approval of this Agreement and/or the recommendation that Company's stockholders approve of a Superior Proposal. Parent and Each of the Company each parties hereto shall advise the otherother parties hereto, 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 Parent Common Stock issuable in connection with the Merger 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. (bd) The None of the information supplied by the Company and Parent for inclusion or incorporation by reference in the Registration Statement and or the Proxy Statement shall notshall, at (i) the time respective times filed with the Registration Statement is declared effectiveSEC or other regulatory agency and, in addition, (iiA) in the time case of the Proxy Statement (Statement, at the date it or any amendment thereof amendments or supplement thereto) is first mailed to the stockholders of the Company, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first supplements thereto are mailed to stockholders of ParentCompany, (iv) at the time of the Company Stockholders’ Meeting, ' Meeting and at the Effective Time and (vB) in the time case of the Parent Stockholders’ MeetingRegistration Statement, when it becomes effective under the Securities Act 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 light of the circumstances in under which they were are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent, or any of their respective SubsidiariesCompany Subsidiary, or their respective officers or directors, is should be discovered by such party which Company that should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, such party Company shall promptly inform the other partyParent. All documents that either Company is responsible for filing with the SEC in connection with the Merger will comply as to form in all material respects with the applicable requirements of the rules and regulations of the Securities Act and the Exchange Act. (e) None of the information supplied by Parent for inclusion or incorporation by reference in the Registration Statement or the Proxy Statement shall, at the respective times filed with the SEC or other regulatory agency and, in addition, (A) in the case of the Proxy Statement, at the date it or any amendments or supplements thereto are mailed to stockholders of Company, at the time of Company Stockholders' meeting and at the Effective Time and (B) in the case of the Registration Statement, when it becomes effective under the Securities Act 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 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 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 Registration Statement or the Proxy Statement, Parent shall promptly inform Company. All documents that Parent is responsible for filing with the SEC in connection with the transactions contemplated hereby Merger will comply as to form and substance in all material respects with the applicable requirements of the rules and regulations of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunderAct.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Parent Tribune and the Company shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting meeting of the Company's stockholders to be held in connection with the Merger and the Parent Stockholders’ Meeting meeting of Tribune's stockholders to be held in connection with the Merger, including the Share Issuance and the Tribune Charter Amendment (together with any amendments thereof or supplements thereto, the “Proxy Statement”) "PROXY STATEMENT"), and Parent Tribune shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), "REGISTRATION STATEMENT") in which the Proxy Statement shall be includedincluded as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Tribune Common Stock Shares to be issued to the stockholders of the Company in pursuant to the Merger. Each of Parent Tribune and the Company shall will use all 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, Parent Tribune shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Tribune Common Stock Shares in the Merger. Each of Parent Tribune and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and the Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective effective, each of the Company and Tribune shall mail the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective its stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. . (b) No filing of, or amendment or supplement to, to the Proxy Statement shall or the Registration Statement will be made by Parent Tribune or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, Company without the prior written consent approval of the other party, such consent party (which approval shall not to be unreasonably withheldwithheld or delayed). Parent Tribune and the Company each shall will 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, the suspension of the qualification of the Parent Tribune Common Stock Shares issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for an amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. (bc) The information supplied by the Company and Parent Tribune for inclusion or incorporation by reference in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of ParentTribune, (iv) the time of the Company Stockholders’ ' Meeting, and (v) the time of the Parent Tribune Stockholders’ Meeting' Meeting and (vi) the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, therein not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent, Tribune or any of their respective its Subsidiaries, or their respective officers or directors, is should be discovered by such party Tribune which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, such party Tribune shall promptly inform the other partyCompany. All documents that either the Company or Parent Tribune 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 of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (d) The information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Tribune, (iv) the time of the Company Stockholders' Meeting, (v) the time of the Tribune Stockholders' Meeting and (vi) 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 not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or any of its Subsidiaries, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, the Company shall promptly inform Tribune. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Registration Statement; Proxy Statement. (a) As promptly as practicable after following the execution date of this Agreement, Parent and the Company shall prepare and file with the SEC a joint preliminary proxy or information statement relating to the Merger and this Agreement and obtain and furnish the information required to be included by the SEC in the Proxy Statement and, after consultation with Acquiror, respond promptly to any comments made by the SEC with respect to the Proxy Statement to be mailed to its stockholders at the earliest practicable date after the Registration Statement is declared effective by the SEC, PROVIDED that no amendment or supplement to the Proxy Statement will be made by the Company Stockholders’ Meeting without consultation with Acquiror and the Parent Stockholders’ Meeting its counsel. (together with any amendments thereof or supplements thereto, the “Proxy Statement”b) and Parent Acquiror shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be includedincluded as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in the Merger. Each of Parent and the Company shall use reasonable best efforts to cause have the Registration Statement to become declared effective by the SEC as promptly as practicable, . Acquiror shall obtain and furnish the information required to be included in the Registration Statement and, prior after consultation with the Company, respond promptly to any comments made by the SEC with respect to the effective Registration Statement and cause the prospectus included therein, including any amendment or supplement thereto, to be mailed to the Company's stockholders at the earliest practicable date of after the Registration StatementStatement is declared effective by the SEC, Parent provided that no amendment or supplement to the Registration Statement will be made by Acquiror without consultation with the Company and its counsel. Acquiror shall also take all or any action reasonably required to be taken under any applicable federal state blue sky or state other securities Laws in connection with the issuance of shares of Parent Acquiror Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or 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. (b) The information supplied by the Company and Parent for inclusion or incorporation by reference in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (iv) the time of the Company Stockholders’ Meeting, and (v) the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent, or any of their respective Subsidiaries, or their respective officers or directors, is discovered by such party which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, such party shall promptly inform the other party. All documents that either the Company or Parent 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 of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution date of this Agreement, Parent and the Company shall prepare and file cause to be filed with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) Statement and Parent shall prepare and file cause to be filed with the SEC a registration statement on the Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the F-4 Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall will be includedincluded as a prospectus, with respect to the issuance of Parent Subordinate Voting Shares in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in the Merger. Each of Parent and the Company shall use 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, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Form F-4 Registration Statement and the Proxy Statement. As promptly as reasonably practicable after Each of Parent and the Company shall use all reasonable efforts to cause the Form F-4 Registration Statement shall have become effective and the Proxy Statement shall to comply with the rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff, to have been cleared by the Form F-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC, and to enable the Company and Parent shall to mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or as promptly as practicable after the Company, and no filing of, or amendment or supplement to, the Form F-4 Registration Statement shall be made by Parent, in each case, without is declared effective under the prior written consent Securities Act. Each of the other party, such consent not to be unreasonably withheld. Parent and the Company each shall also promptly file, use all reasonable efforts to cause to become effective as promptly as practicable and, if required, mail to its stockholders any amendment to the Form F-4 Registration Statement or the Proxy Statement that becomes necessary after the date the F-4 Registration Statement is declared effective. (b) If at any time prior to the Effective Time either party becomes aware of any event or circumstance which is required to be set forth in an amendment or supplement to the Form F-4 Registration Statement or the Proxy Statement, it shall promptly inform the other party. (c) Each of Parent and the Company will advise the other, promptly after it receives notice thereof, of the time when the Form F-4 Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Form F-4 Registration Statement or comments thereon and or responses thereto and shall supply the other with copies of all correspondence between it or requests by its Representatives, on the SEC for additional information. (b) The information supplied by one hand, and the SEC, or its staff or any other governmental officials, on the other hand, with respect to the Form F-4 Registration Statement or the Proxy Statement. Each of the Company and Parent for inclusion or incorporation by reference in shall cooperate and provide the other with reasonable opportunity to review and comment on the Form F-4 Registration Statement and the Proxy Statement prior to filing such document with the SEC. (d) Prior to the Effective Time, Parent shall notuse reasonable efforts to qualify the Parent Subordinate Voting Shares under the securities or Blue Sky Laws of such jurisdictions as may be required; provided, at however, that Parent shall not be required (i) the time the Registration Statement to qualify to do business as a foreign corporation in any jurisdiction in which it is declared effective, not now qualified or (ii) the time the Proxy Statement (or to file a general consent to service of process in any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (iv) the time of the Company Stockholders’ Meeting, and (v) the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent, or any of their respective Subsidiaries, or their respective officers or directors, is discovered by such party which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, such party shall promptly inform the other party. All documents that either the Company or Parent 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 of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunderjurisdiction.

Registration Statement; Proxy Statement. (ai) As promptly as practicable after (and, in any event, within 30 days following the execution delivery of the Closing Company Financial Statements) following the date of this Agreement, Parent Pegasus, TopCo and the Company shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of the Parties), and TopCo shall file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements theretoSEC, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in /Proxy Statement (it being understood that the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall include a proxy statement of Pegasus which will be includedincluded therein as a prospectus and which will be used for the Special Meeting to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in connection with accordance with, and as required by, the registration under the Securities Act Pegasus Memorandum and Articles of Association, applicable Law and any applicable rules and regulations of the shares of Parent Common SEC and the Stock to be issued to the stockholders of the Company in the MergerExchange). Each of Parent Pegasus, TopCo and the Company shall use its reasonable best efforts to (A) cause the Registration Statement/Proxy Statement to become effective as promptly as practicablecomply in all material respects with the applicable rules and regulations promulgated by the SEC (including, and, prior with respect to the effective date Company, the provision of financial statements for the Company and its Subsidiaries for all periods, and in the form, required to be included in the Registration Statement, Parent shall take all /Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any action reasonably required under any applicable federal or state securities Laws in connection with comments from the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as SEC); (B) promptly notify the other may Parties of, reasonably request in connection cooperate with such actions each other Party with respect to and the preparation respond promptly to, any comments of the SEC or its staff; (C) have the Registration Statement/Proxy Statement and Proxy Statement. As declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (D) keep the Registration Statement shall have become effective and the Statement/Proxy Statement shall have been cleared by effective through the SECClosing in order to permit the consummation of the Transactions. Without limiting the generality of the foregoing, the Company and Parent Pegasus shall mail reasonably cooperate in connection with the Joint Proxypreparation for inclusion in the Registration Statement/Prospectus Proxy Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC) to the extent such pro forma financial statements are required for the Registration Statement/Proxy Statement. (ii) Pegasus, on the one hand, and the Company, TopCo and Merger Sub, on the other hand, shall promptly furnish to the other all information concerning such Party and its Representatives that may be required or reasonably requested in connection with any action contemplated by this Clause 9.3(a) or for including in any other statement, filing, notice or application made by or on behalf of Pegasus or TopCo to the SEC or the Stock Exchange in connection with the transactions contemplated by this Agreement and the other Transaction Documents, including using their respective stockholders; provided, however, reasonable best efforts to deliver customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC or to be submitted in connection therewith as described in Clause 9.5(c). If any Party becomes aware of any information that the parties shall consult and cooperate with each other should be disclosed in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or an amendment or supplement toto the Registration Statement/Proxy Statement, then (A) such Party shall promptly inform, in the case of Pegasus, the Proxy Statement shall be made by Parent or Company and TopCo, or, in the case of the Company, TopCo or Merger Sub, Pegasus, thereof; (B) such Party shall prepare and no filing ofmutually agree upon with, or amendment or supplement toin the case of Pegasus, the Registration Statement shall be made by ParentCompany and TopCo, or, in each case, without the prior written consent case of the other partyCompany, TopCo or Merger Sub, Pegasus (such consent agreement not to be unreasonably withheld, conditioned or delayed by any Party), an amendment or supplement to the Registration Statement/Proxy Statement; (C) TopCo shall file such mutually agreed upon amendment or supplement with the SEC; and (D) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Pegasus Shareholders in accordance with the Pegasus Memorandum and Articles of Association with all applicable Laws, applicable Law and any applicable rules and regulations the Stock Exchange. Parent and the Company each TopCo shall promptly advise the other, promptly after it receives notice thereof, Pegasus of the time when of effectiveness of the Registration Statement has become effective or any supplement or amendment has been filedStatement/Proxy Statement, of the issuance of any stop order, order relating thereto or the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger TopCo Ordinary Shares for offering or sale in any jurisdiction, and each of Pegasus and TopCo shall use its reasonable best efforts to have any such stop order or any request by the SEC for amendment of the Proxy Statement suspension lifted, reversed or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional informationotherwise terminated. (biii) The Each of the Parties shall use its reasonable best efforts to ensure that none of the information related to such Party or any of such Party's Representatives, supplied by the Company and Parent such Party or on such Party's behalf for inclusion or incorporation by reference in the Registration Statement and the Statement/Proxy Statement shall notwill, at (i) the time the Registration Statement/Proxy Statement is declared effectivefiled with the SEC, (ii) at each time at which it is amended, or at the time it becomes effective under the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (iv) the time of the Company Stockholders’ Meeting, and (v) the time of the Parent Stockholders’ MeetingSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they were are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent, or any of their respective Subsidiaries, or their respective officers or directors, is discovered by such party which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, such party shall promptly inform the other party. All documents that either the Company or Parent 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 of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Registration Statement; Proxy Statement. (a) As promptly soon as practicable after following the execution date of this Agreement, Parent and the Company shall Partnership will prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting Proxy Statement and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) Partnership and Parent shall will jointly prepare and Parent will file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall will be included, in connection with included as a prospectus. Each of the registration Partnership and Parent will use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act of as promptly as practicable after such filing and keep the shares of Registration Statement effective for so long as necessary to consummate the transactions contemplated hereby. Parent Common Stock also agrees to be issued use commercially reasonable efforts to obtain any necessary state securities law or “Blue Sky” permits and approvals required to carry out the stockholders of the Company in the Mergertransactions contemplated by this Agreement. Each of Parent and the Company shall The Partnership will use its commercially reasonable best efforts to cause the Registration Proxy Statement to become effective be mailed to the Partnership Unitholders as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become is declared effective and under the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ MeetingSecurities Act. No filing of, or amendment or supplement to, the Proxy Registration Statement shall will be made by Parent or the CompanyParent, and no filing of, or amendment or supplement to, the Registration Proxy Statement shall will be made by the Partnership without providing the Other Parties a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to the Partnership or Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request of their respective Affiliates, directors or officers, is discovered by the SEC for Partnership or Parent that should be set forth in an amendment of the Proxy Statement or supplement to either the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. (b) The information supplied by the Company and Parent for inclusion or incorporation by reference in the Registration Statement and the Proxy Statement shall notStatement, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or so that either such document would not include any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (iv) the time of the Company Stockholders’ Meeting, and (v) the time of the Parent Stockholders’ Meeting, contain any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they were made, not misleading. If at any time prior , the Party that discovers such information will promptly notify the Other Parties hereto and an appropriate amendment or supplement describing such information will be promptly filed with the SEC and, to the Effective Time any event or circumstance relating extent required by Law, disseminated to the Company Partnership Unitholders. The Parties will notify each other promptly of the receipt of any comments from the SEC or Parent, the staff of the SEC and of any request by the SEC or any the staff of their respective Subsidiaries, the SEC for amendments or their respective officers supplements to the Proxy Statement or directors, is discovered by such party which should be set forth in an amendment or a supplement to the Registration Statement or for additional information and will supply each other with copies of (i) all 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, with respect to the Proxy Statement, such party shall promptly inform the other party. All documents that either the Company Registration Statement or Parent is responsible for filing with the SEC in connection with the transactions contemplated hereby will comply as to form and substance in (ii) all material respects with the applicable requirements orders of the Securities Act SEC relating to the Registration Statement. (b) The Partnership will, as soon as reasonably practicable following the date of this Agreement, establish a record date for, and, subject to Section 7.3, as soon as reasonably practicable following the Registration Statement being declared effective by the SEC, duly call, give notice of, convene and hold, the Partnership Meeting. If reasonably practicable, the Partnership Meeting shall be held within 45 days after the mailing of the Proxy Statement. Subject to Section 7.3, the Partnership GP will, through the Partnership Board, (i) determine that the Merger is in the best interests of the Partnership and the rules Partnership Unitholders and regulations thereunder (ii) recommend that the Partnership Unitholders approve this Agreement and the Exchange Act transactions contemplated hereby, including the Merger (the “Partnership Board Recommendation”). The Proxy Statement shall (subject to Section 7.3) include the Partnership Board Recommendation. Unless this Agreement is terminated in accordance with Article IX, the Partnership’s obligations to call, give notice of and hold the rules Partnership Meeting in accordance with this Section 7.2(b) shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Superior Proposal or Alternative Proposal, or by any Partnership Change in Recommendation. Without limiting the generality of the foregoing, the Partnership agrees that: (i) unless this Agreement is validly terminated in accordance with Article IX (including, if applicable, upon payment of the Termination Fee), the Partnership shall not submit any Superior Proposal to a vote of the Partnership Unitholders; and regulations thereunder(ii) the Partnership shall not (without Parent’s prior written consent) adjourn, postpone or, subject to termination of this Agreement in accordance with Article IX, cancel (or propose, publicly or otherwise, or resolve to adjourn, postpone or cancel) the Partnership Meeting. Notwithstanding anything in this Agreement to the contrary, the Partnership may postpone or adjourn the Partnership Meeting (A) in the absence of proxies sufficient to obtain the Partnership Unitholder Approval, to solicit additional proxies for the purpose of obtaining Partnership Unitholder Approval, (B) in the absence of a quorum or (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Partnership has determined after consultation with outside legal counsel is necessary for such supplemental or amended disclosure to be disseminated and reviewed by the Partnership Unitholders prior to Partnership Meeting. Notwithstanding anything to the contrary in this Agreement, if there occurs a Partnership Change in Recommendation and this Agreement is not terminated in accordance with Article IX, the Partnership shall remain required to call, hold and convene the Partnership Meeting unless this Agreement has been terminated in accordance with its terms.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Parent and the Company shall The parties agree to jointly prepare and file with the SEC not later than 20 business days after the date hereof a joint registration statement on Form S-4 or another applicable form (the “Registration Statement”) to be filed by Parent with the SEC in connection with the issuance of Parent Common Stock in the Merger as soon as reasonably possible (including the proxy statement relating to statement, prospectus and other proxy solicitation materials of the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting constituting a part thereof (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with all related documents). The parties agree to cooperate in the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in preparation of the Registration Statement together with and the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be included, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in the Merger. Each of Parent and the Company shall agrees to use all reasonable best efforts to cause the Registration Statement to become be declared effective under the Securities Act as promptly as practicablereasonably practicable after filing thereof, and, prior and the Company will thereafter mail or deliver as promptly as practicable in accordance with Section 5.2(a) the Proxy Statement to the effective date of the Registration Statement, its shareholders. Parent shall take also agrees to use all or any action reasonably required under any applicable federal or reasonable best efforts to obtain all necessary state securities Laws in connection with law or “Blue Sky” permits and approvals required to carry out the issuance of shares of Parent Common Stock in the Mergertransactions contemplated by this Plan. Each of Parent and the Company shall agrees to furnish all information concerning it it, its subsidiaries, officers, directors and the holders of its capital stock shareholders as the other may be reasonably request requested in connection with such actions the foregoing. (b) Each of Parent and the preparation Company agrees: (1) as to itself and its subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (A) the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, become effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (B) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading; and (2) that the Registration Statement and Proxy Statement. As promptly Statement will comply with all applicable laws as reasonably practicable after the Registration Statement shall have become effective they relate to Parent and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light Company. Each of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each shall further agrees that, if it becomes aware prior to the Effective Date of any information furnished by it that would cause any of the statements in the Proxy Statement or the Registration Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take the necessary steps to correct the Proxy Statement or the Registration Statement, as applicable. (c) Parent agrees to advise the otherCompany, promptly after it Parent 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, order or the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose and of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. The Company agrees to advise Parent, promptly after the Company receives notice thereof, of any request by the SEC for the amendment or supplement of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for any additional information. (b) The information supplied by the Company and Parent for inclusion or incorporation by reference in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (iv) the time of the Company Stockholders’ Meeting, and (v) the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent, or any of their respective Subsidiaries, or their respective officers or directors, is discovered by such party which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, such party shall promptly inform the other party. All documents that either the Company or Parent 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 of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement(but in any event, no later than July 18, 2025), (i) Parent and the Company shall prepare prepare, and file with the SEC a joint proxy statement relating to the Company Stockholders’ Parent Stockholders Meeting and to be held in connection with the Parent Stockholders’ Meeting Merger (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent (ii) Parent, in cooperation with the Company, shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/ProspectusForm S-4”), in which the Proxy Statement shall be includedincluded as a part (the Proxy Statement and the Form S-4, collectively, the “Registration Statement”), in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders by virtue of the Company in the Merger. Each Contemplated Transactions, other than any shares of Parent and the Company Capital Stock which are not permitted to be registered on Form S-4 pursuant to applicable Law. Parent shall use its reasonable best efforts to (i) cause the Registration Statement to comply with the applicable rules and regulations promulgated by the SEC, (ii) cause the Registration Statement to become effective as promptly as practicable, and, prior and (iii) respond promptly to any comments or requests (written or oral) of the effective date of SEC or its staff relating to the Registration Statement, . Parent shall promptly notify the Company upon the receipt of any comments or requests (written or oral) from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Registration Statement. Parent shall take all or any action reasonably required under any applicable federal or state federal, state, securities and other Laws in connection with the issuance of shares of Parent Common Capital Stock in pursuant to the MergerContemplated Transactions. Each of Parent the parties shall reasonably cooperate with the other party and the Company shall furnish all information concerning it itself and their Affiliates, as applicable, to the holders of its capital stock other parties that is required by law to be included in the Registration Statement as the other parties may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or 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. (b) The information supplied by the Company Parent covenants and Parent for inclusion or incorporation by reference in agrees that the Registration Statement (and the Proxy Statement shall notletter to stockholders, at notice of meeting and form of proxy included therewith) will (i) comply as to form in all material respects with the time requirements of applicable U.S. federal securities laws and the Registration Statement is declared effectiveDGCL, and (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (iv) the time of the Company Stockholders’ Meeting, and (v) the time of the Parent Stockholders’ Meeting, 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 made therein, in light of the circumstances in under which they were made, not misleading. The Company covenants and agrees that the information supplied by or on behalf of the Company, concerning itself, to Parent for inclusion in the Registration Statement 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, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, neither party makes any covenant, representation or warranty with respect to statements made in the Registration Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by the other party or any of their Representatives regarding such other party or its Affiliates for inclusion therein. (c) Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable (but in any event no later than two (2) Business Days) after the Registration Statement is declared effective under the Securities Act. (d) If at any time prior to before the Effective Time (i) any party (A) becomes aware of any event or circumstance relating information that, pursuant to the Company Securities Act or Parentthe Exchange Act, or any of their respective Subsidiaries, or their respective officers or directors, is discovered by such party which should be set forth disclosed in an amendment or a supplement to the Registration Statement, (B) receives notice of any SEC request for an amendment or supplement to the Registration Statement or Proxy for additional information related thereto, or (C) receives SEC comments on the Registration Statement, or (ii) the information provided in the Registration Statement has become “stale” and new information should be disclosed in an amendment or supplement to the Registration Statement; then, in each case such party party, as the case may be, shall promptly inform the other party. All documents that either the Company parties thereof and shall cooperate with such other parties in filing such amendment or Parent is responsible for filing supplement with the SEC (and, if appropriate, in mailing such amendment or supplement to the Parent stockholders) or otherwise addressing such SEC request or comments and each party shall use their commercially reasonable efforts to cause any such amendment to become effective, if required. Parent shall promptly notify the Company if it becomes aware (1) that the Registration Statement has become effective, (2) of the issuance of any stop order or suspension of the qualification or registration of the Parent Capital Stock issuance in connection with the transactions contemplated hereby Contemplated Transactions for offering or sale in any jurisdiction, or (3) any order of the SEC related to the Registration Statement, and shall promptly provide to the Company copies of all written correspondence between it or any of its Representatives, on the one hand, and the SEC or staff of the SEC, on the other hand, with respect to the Registration Statement and all orders of the SEC relating to the Registration Statement. (e) The Company shall reasonably cooperate with Parent and provide, and cause its Representatives to provide, Parent and its Representatives, with all true, correct and complete information regarding the Company that is required by law to be included in the Registration Statement or reasonably requested by Parent to be included in the Registration Statement. Without limiting the Company’s obligations in Section 7.1(a), the Company will comply as use commercially reasonable efforts to cause to be delivered to Parent a letter of the Company’s independent accounting firm, dated no more than two (2) Business Days before the date on which the Registration Statement becomes effective (and reasonably satisfactory in form and substance to Parent), that is customary in scope and substance for letters delivered by independent public accountants in connection with registration statements similar to the Registration Statement. (f) The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Registration Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Registration Statement, prior to the filing thereof with the SEC. No filing of, or amendment or supplement to, the Registration Statement will be made by Parent, and no filing of, or amendment or supplement to, the Registration Statement will be made by Parent, in each case, without the prior consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. (g) As promptly as reasonably practicable (and in no event by July 9, 2025), the Company shall furnish to Parent (i) audited financial statements for each of its fiscal years required to be included in the Registration Statement (the “Company Audited Financial Statements”) and (ii) unaudited interim financial statements for each interim period completed prior to Closing that would be required to be included in the Registration Statement or any periodic report due prior to the Closing if the Company were subject to the periodic reporting requirements under the Securities Act or the Exchange Act (the “Company Interim Financial Statements”). Each of the Company Audited Financial Statements and the Company Interim Financial Statements will be prepared in accordance with GAAP as applied on a consistent basis during the periods involved (except in each case as described in the notes thereto and except, in the case of any unaudited financial statements, to normal year-end audit adjustments) and on that basis will present fairly, in all material respects with respects, the applicable requirements financial position and the results of operations, changes in stockholders’ equity, and cash flows of the Securities Act Company as of the dates of and for the rules and regulations thereunder and periods referred to in the Exchange Act and Company Audited Financial Statements or the rules and regulations thereunderCompany Interim Financial Statements, as the case may be.

Registration Statement; Proxy Statement. Prospectus; Schedule 13E-3. (a) As promptly as reasonably practicable after the execution date of this Agreement, Parent and the Company shall jointly prepare and file cause to be filed with the SEC a joint proxy the Proxy Statement/Prospectus, in preliminary form and the Rule 13e-3 transaction statement on Schedule 13E-3 relating to the Required Company Stockholders’ Meeting Shareholder Vote and the Parent Stockholders’ Meeting transactions contemplated hereby (together with any amendments thereof as amended or supplements theretosupplemented, the “Proxy StatementSchedule 13E-3”) ), and Parent shall prepare and file cause to be filed with the SEC a registration statement on the Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be includedStatement/Prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to preliminary form, will be issued to the stockholders of the Company in the Mergerincluded as a prospectus. Each of Parent and the Company shall parties shall: (i) use reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Form S-4 Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent Proxy Statement/Prospectus and the Company shall furnish Schedule 13E-3 to comply in all information concerning it material respects with all applicable rules, regulations and requirements of the holders of its capital stock as Exchange Act or Securities Act; (ii) promptly notify the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SECupon receipt of, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light and use reasonable best efforts to respond to, any comments or requests of the date set SEC or its staff, including for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or any amendment or supplement toto the Form S-4 Registration Statement, the Proxy Statement/Prospectus or the Schedule 13E-3; (iii) promptly provide the other party with copies of all written correspondence and a summary of all oral communications between it or its Representatives, on the one hand, and the SEC or its staff, on the other hand, relating to the Form S-4 Registration Statement, the Proxy Statement/Prospectus or the Schedule 13E-3; (iv) use reasonable best efforts to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; (v) use reasonable best efforts to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Mergers; and (vi) cooperate with, and provide the other party with a reasonable opportunity to review and comment in advance on the Form S-4 Registration Statement, the Proxy Statement/Prospectus and the Schedule 13E-3 (including any amendments or supplements to the Form S-4 Registration Statement, the Proxy Statement/Prospectus or the Schedule 13E-3) and any substantive correspondence (including all responses to SEC comments), prior to filing with the SEC or mailing, and shall be provide to the other a copy of all such filings or communications made by with the SEC, except to the extent such disclosure or communication relates to a Company Acquisition Proposal. (b) Parent or shall advise the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it receives receipt of notice thereof, of the time when the Form S-4 Registration Statement has become becomes effective or any supplement or amendment has been filed, of the issuance of any stop orderorder relating thereto, or the suspension of the qualification shares of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC or its staff for any amendment of or supplement to the Form S-4 Registration Statement, the Proxy Statement Statement/Prospectus or the Registration Statement Schedule 13E-3 or comments thereon and responses thereto or requests by the SEC for additional information. (b) The information supplied by the Company , and Parent for inclusion or incorporation by reference in shall use its reasonable best efforts to as promptly as practicable have any stop order relating to the Form S-4 Registration Statement and or any such suspension of the shares of Parent Common Stock lifted, reversed or otherwise terminated. The Company shall cause the Proxy Statement shall not, at (i) Statement/Prospectus to be mailed to the time Company’s shareholders as promptly as practicable after the Form S-4 Registration Statement is declared effectiveeffective under the Securities Act. Each of the parties hereto shall promptly furnish the other parties all information concerning such party, its Subsidiaries, directors, officers and (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of extent reasonably available to such party) shareholders that may be required by applicable Legal Requirements or reasonably requested by the Companyother party or its Representatives in connection with any action contemplated by this Section 4.3. If, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (iv) the time of the Company Stockholders’ Meeting, and (v) the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. If at any time prior to obtaining the Effective Time Required Company Shareholder Vote, any event or circumstance relating to the Company or Parent, or party hereto becomes aware of any of their respective Subsidiaries, or their respective officers or directors, is discovered by such party which information that should be set forth disclosed in an amendment or a supplement to the Form S-4 Registration Statement or Statement, the Proxy Statement/Prospectus or the Schedule 13E-3 in order to make any statement therein, in the light of the circumstances under which it is made, not false or misleading with respect to a material fact, or in order to avoid the omission of a material fact necessary to make the statements in the Form S-4 Registration Statement, the Proxy Statement/Prospectus or the Schedule 13E-3 not misleading, then such party party: (A) shall promptly inform the other partyparty thereof; (B) shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Proxy Statement/Prospectus prior to it being filed with the SEC, other than such disclosures that relate to a Company Acquisition Proposal; (C) shall provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (D) if mailing is required by law or otherwise appropriate, shall cooperate in mailing such amendment or supplement to the shareholders of the Company. All documents that either For purposes of the Proxy Statement/Prospectus, any information concerning or related to the Company, its Affiliates, or the Company Shareholder Meeting will be deemed to have been provided by the Company, and any information concerning or related to Parent is responsible for filing with or its Affiliates will be deemed to have been provided by Parent. (c) Prior to the SEC in connection with the transactions contemplated hereby will comply as First Effective Time, Parent shall use its reasonable best efforts to form and substance in take all material respects with the applicable requirements of other actions required to be taken under the Securities Act and the rules and regulations thereunder and of the SEC promulgated thereunder, the Exchange Act and the rules and regulations of the SEC promulgated thereunder, or any applicable state securities or “blue sky” laws and the rules and regulations thereunder, in connection with the issuance of Parent Common Stock to be issued in the First Merger, including the Parent Common Stock to be issued upon the exercise of converted Company Options; provided, however, that Parent shall not be required to qualify to do business in any jurisdiction in which it is not now so qualified or file a general consent to service of process in any jurisdiction.

Registration Statement; Proxy Statement. The Company shall promptly prepare and file with the Commission as soon as practicable, a Registration Statement on Form S-4 (athe "Form S-4") As under the Securities Act, with respect to the Retained Surviving Corporation Shares issuable in the Merger, portions of which Registration Statement shall also serve as the proxy statement of the Company with respect to the Special Meeting (the "Proxy Statement/Prospectus"); provided that, at the Company's election, the Proxy Statement/Prospectus shall be filed as confidential proxy material and the filing of the Form S-4 shall be made at such later date prior to the clearance by the United States Securities and Exchange Commission (the "SEC") of the Proxy Statement/Prospectus as Investor shall determine. The Company will cause the Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. The Company shall use all reasonable efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the execution of this Agreementfiling thereof (including, Parent and without limitation, responding to any comments received from the Company shall prepare and file Commission with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements respect thereto, the “Proxy Statement”) and Parent shall prepare and file with to keep the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be included, in connection with the registration under the Securities Act of the shares of Parent Common Stock effective as long as is necessary to be issued to the stockholders of the Company in consummate the Merger. Each of Parent and the The Company shall use reasonable best efforts to cause the Registration Statement to become effective shall, as promptly as practicable, andprovide to Investor copies of any written comments received from the SEC with respect to the Proxy Statement/Prospectus or the Form S-4 and advise Investor of any oral comments with respect to the Proxy Statement/Prospectus or the Form S-4 received from the SEC. Investor will cooperate with the Company in preparing the Proxy Statement/Prospectus and provide the Company with the information required to be provided by the Investor in the Proxy Statement/Prospectus. The Company shall use its best efforts to obtain, prior to the effective date of the Registration StatementForm S-4, Parent shall take all or any action reasonably required under any applicable federal or necessary state securities Laws in connection with law or "Blue Sky" permits or approvals required to carry out the issuance transactions contemplated by the Merger Agreement and will pay all expenses incident thereto. Investor agrees that none of shares of Parent Common Stock the information supplied or to be supplied by Investor for inclusion or incorporation by reference in the Merger. Each of Parent and Form S-4 or the Company shall furnish all information concerning it and Proxy Statement/Prospectus (i) in the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation case of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Special Meeting, or (ii) in the case of the Form S-4 and each amendment or supplement thereto, at the time it is filed or becomes effective, will contain an untrue statement of a material fact or omit to their respective stockholders; providedstate a material fact required to be stated therein or necessary to make the statements therein, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for circumstances under which they were made, not misleading. The Company agrees that none of the information supplied or to be supplied by the Company Stockholders’ Meeting for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement/Prospectus (i) in the case of the Proxy Statement/Prospectus and the Parent Stockholders’ Meeting. No filing of, or each amendment or supplement tothereto, at the time of mailing thereof and at the time of the Special Meeting, or, (ii) in the case of the Form S-4 or any amendment or supplement thereto, at the time it is filed or becomes effective, will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. For purposes of the foregoing, it is understood and agreed that information concerning or related to Investor or Sub will be deemed to have been supplied by Investor and information concerning or related to the Company shall be deemed to have been supplied by the Company. No amendment or supplement to the Proxy Statement shall Statement/Prospectus will be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, Company without the prior written consent approval of the other party, such consent Investor which will not to be unreasonably withheld. Parent and the The Company each shall will advise the other, Investor promptly after it receives notice thereof, of the time when the Registration Statement Form S-4 has become effective or any supplement or amendment has been filed, of the issuance of any stop order, or the suspension of the qualification of the Parent Common Stock Retained Surviving Corporation Shares issuable in connection with the Merger for offering or sale in any jurisdiction, or 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. (b) The information supplied by the Company and Parent for inclusion or incorporation by reference in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (iv) the time of the Company Stockholders’ Meeting, and (v) the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent, or any of their respective Subsidiaries, or their respective officers or directors, is discovered by such party which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, such party shall promptly inform the other party. All documents that either the Company or Parent 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 of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Registration Statement; Proxy Statement. (a) As promptly soon as practicable possible after the execution of this Agreement, Parent and the Company Norr▇▇▇ ▇▇▇ Interim shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which including therein the Proxy Statement shall to be includedsent to the shareholders to each of Norr▇▇▇ ▇▇▇ Interim and prospectus, in connection with the registration under the Securities 1933 Act of the shares of Parent Interim Common Stock to be issued to the stockholders holders of the Company in Norr▇▇▇ ▇▇▇mon Stock pursuant to the Merger. Each of Parent and the Company Norr▇▇▇ ▇▇▇ Interim each shall use all 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, Parent Interim shall take all or any action reasonably required under any applicable federal or state securities Laws laws in connection with the issuance of shares of Parent Interim Common Stock in pursuant to the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and effective, Norr▇▇▇ ▇▇▇ Interim shall each mail the Proxy Statement to its respective shareholders. The Proxy Statement shall have been cleared by include the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light recommendation of the date set for Board of Directors of Norr▇▇▇ ▇▇▇ the Company Stockholders’ Meeting and recommendation of the Parent Stockholders’ MeetingBoard of Directors of Interim in favor of the Merger unless the Board of Directors of Norr▇▇▇ ▇▇▇hdraws such recommendation as permitted by Section 8.7 hereof. No filing of, or amendment or supplement to, to the Proxy Statement shall or the Registration Statement will be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, Norr▇▇▇ ▇▇ Interim without the prior written consent approval of the other party, such consent which shall not to be unreasonably withheld. Parent and the Company Norr▇▇▇ ▇▇ Interim each shall will 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, the suspension of the qualification of the Parent Interim Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or 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. (b) The information supplied by the Company and Parent for inclusion or incorporation by reference in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (iv) the time of the Company Stockholders’ Meeting, and (v) the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent, or any of their respective Subsidiaries, or their respective officers or directors, is discovered by such party which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, such party shall promptly inform the other party. All documents that either the Company or Parent 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 of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, (i) Parent and the Company shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting meetings of the Company's stockholders and Parent's stockholders to be held in connection with the Parent Stockholders’ Meeting Merger (together with any amendments thereof or supplements thereto, the “"Proxy Statement”") and (ii) Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “"Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), ") in which the Proxy Statement shall be includedincluded as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in pursuant to the Merger. Each of Parent and the Company shall will use all 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, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective effective, each of Parent and the Company shall mail the Proxy Statement to its respective stockholders. The Proxy Statement shall have been cleared include the recommendation of the Board of Directors of each of Parent and the Company in favor of the Merger, unless otherwise required by the SECapplicable fiduciary duties of the respective directors of Parent and the Company, as determined by such directors in good faith after consultation with independent legal counsel (who may be such party's regularly engaged independent legal counsel). No modification or withdrawal of such recommendation shall relieve either party of its obligation to submit this Agreement and the Company and Parent shall mail the Joint Proxy/Prospectus transactions contemplated hereby to their respective stockholders; provided, however, that the parties shall consult and cooperate stockholders in accordance with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meetingapplicable law. No filing of, or amendment or supplement to, to the Proxy Statement shall or the Registration Statement will be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, Company without the prior written consent approval of the other party, such consent party (which approval shall not to be unreasonably withheldwithheld or delayed). Parent and the Company each shall will 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or 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. (b) The information supplied by the Company and Parent for inclusion in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or incorporation any amendment thereof or supplement thereto) is first mailed to the stockholders of Parent and the Company, (iii) the time of each of the Stockholders' Meetings (as defined below), and (iv) 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 not misleading. 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 reference Parent which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, Parent shall promptly inform the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material aspects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (c) The information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the CompanyCompany and Parent, (iii) the time of each of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of ParentStockholders' Meetings, and (iv) the time of the Company Stockholders’ Meeting, and (v) the time of the Parent Stockholders’ MeetingEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, therein not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent, or any of their respective SubsidiariesCompany Subsidiary, or their respective officers or directors, is should be discovered by such party the Company which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, such party the Company shall promptly inform the other partyParent. All documents that either the Company or Parent is responsible for filing with the SEC in connection with the transactions contemplated hereby herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Registration Statement; Proxy Statement. (a) As promptly soon as practicable after following the execution date of this Agreement, the Company and Parent will prepare and the Company shall prepare and will file with the SEC a joint proxy statement relating to the Proxy Statement and the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall will prepare and Parent will file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement will be included as a prospectus. The Parties shall file, if necessary, any other statement or schedule relating to this Agreement and the transactions contemplated hereby. Each of the Company and Parent shall use their respective reasonable best efforts to furnish the information required to be includedincluded by the SEC in the Proxy Statement, in connection with the registration Registration Statement and any such statement or schedule. Each of the Company and Parent will use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act of as promptly as practicable after such filing and keep the shares of Registration Statement effective for so long as necessary to consummate the transactions contemplated hereby. Parent Common Stock also agrees to be issued use commercially reasonable efforts to obtain any necessary state securities law or “Blue Sky” permits and approvals required to carry out the stockholders of the transactions contemplated by this Agreement. The Company in the Merger. Each of Parent and the Company shall will use its reasonable best efforts to cause the Registration Proxy Statement to become effective be mailed to the Company Stockholders as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become is declared effective and under the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ MeetingSecurities Act. No filing of, or amendment or supplement to, the Proxy Registration Statement shall will be made by Parent or the CompanyParent, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not or dissemination to be unreasonably withheld. Parent and the Company each shall advise Stockholders of, the other, promptly after it receives notice thereof, of the time when the Registration Proxy Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable other materials used in connection with the Merger Company Meeting that constitute “proxy materials” or “solicitation materials” as those terms are used in Rules 14a-1 through 14a-17 under the Exchange Act or are otherwise used for offering or sale the “solicitation” of “proxies” as those terms are defined in any jurisdiction, or any request by Rule 14a-1 under the SEC for amendment of the Exchange Act (“Other Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. (bMaterials”) The information supplied will be made by the Company without providing the Other Party a reasonable opportunity to review and comment thereon (and good faith consideration by Parent for inclusion or incorporation by reference in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders as applicable, of Parent, (iv) the time of the Company Stockholders’ Meeting, and (v) the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleadingall such comments). If at any time prior to the Effective Time any event or circumstance information relating to the Company or Parent, or any of their respective SubsidiariesAffiliates, directors or their respective officers or directorsofficers, is discovered by such party which the Company or Parent that should be set forth in an amendment or a supplement to either the Registration Statement or the Proxy Statement, such party shall promptly inform the other party. All documents so that either such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the Company statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information will promptly notify the Other Party hereto and an appropriate amendment or Parent is responsible for filing supplement describing such information will be promptly filed with the SEC and, to the extent required by Law, disseminated to the Company Stockholders. The Parties will notify each other promptly of the receipt of any comments from 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 the Registration Statement or for additional information and each Party will supply the Other Party with copies of (i) all 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, with respect to the Proxy Statement, the Registration Statement or the transactions contemplated hereby and (ii) all orders of the SEC relating to the Registration Statement; provided that no responses to any oral or written request by the SEC with respect to the Registration Statement, the Proxy Statement or the Other Proxy Materials, will be made by Parent or the Company, as applicable, without providing the Other Party a reasonable opportunity to review and comment thereon (and good faith consideration by Parent or the Company, as applicable, of all such comments). (b) Unless this Agreement has been validly terminated as provided in Section 9.1 prior thereto, the Company will, as soon as reasonably practicable following the date of this Agreement, establish a record date for, and as soon as reasonably practicable following the Registration Statement being declared effective by the SEC, duly call, give notice of, convene and hold, the Company Meeting. Without the prior written consent of Parent, the adoption of this Agreement by the Company Stockholders and an advisory vote on compensation payable to executive officers of the Company in connection with the transactions Merger (together with related procedural matters) shall be the only proposals to be submitted to, or voted on by, the Company Stockholders at the Company Meeting. Subject to Section 7.3, the Company will, through the Company Board, recommend to the Company Stockholders that they adopt this Agreement (the “Company Board Recommendation”). The Proxy Statement shall (subject to Section 7.3) include the Company Board Recommendation. Notwithstanding anything in this Agreement to the contrary, the Company shall not postpone or adjourn the Company Meeting without the consent of Parent (which consent shall not be unreasonably withheld or delayed), other than (i) to solicit additional proxies for the purpose of obtaining Company Stockholder Approval, (ii) in the absence of a quorum, (iii) to allow reasonable additional time for the filing and/or mailing of any supplemental or amended disclosure that the Company Board has determined, after consultation with outside legal counsel, is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company Stockholders prior to the Company Meeting, and (iv) if the Company has delivered any notice contemplated hereby will comply as by Section 7.3(e) or Section 7.3(f) and the time periods contemplated by Section 7.3(e) or Section 7.3(f) have not expired to form and substance in all material respects with extend the applicable requirements date of the Securities Act and Company Meeting beyond the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunderend of such period.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, (i) Parent and the Company shall cooperate and prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “"Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be included, ") in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders shareholders of the Company in the Merger. Each , a portion of Parent which Registration Statement shall also serve as (i) the information statement, which the Parent, with the cooperation of the Company, shall prepare (together with any amendments thereof or supplements thereto, the "Information Statement") and (ii) the proxy statement, which the Company, with the cooperation of Parent, shall prepare (together with any amendments thereof or supplements thereto, the "Proxy Statement") relating to the Company shall use reasonable best efforts to Shareholders' Meeting. The respective parties will cause the Information Statement, the Proxy Statement and the Registration Statement to become effective comply as promptly as practicable, and, prior to form in all material respects with the effective date applicable provisions of the Registration StatementSecurities Act, the Exchange Act and the rules and regulations thereunder, the rules and regulations of the New York Stock Exchange ("NYSE") and the AMEX, the DGCL and the MGCL. Both the Company and Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish to each other all information concerning it and the holders of its capital stock as the other Company or Parent each may reasonably request in connection with such actions and the preparation of the Registration Statement, the Information Statement and the Proxy Statement. As Each of the Company and Parent shall use its commercially reasonable efforts, to cause the Registration Statement to become effective as promptly as reasonably practicable and to keep the Registration Statement effective as long as is necessary to consummate the Merger. Prior to the effective date of the Registration Statement Parent shall take all action required under any applicable federal or state securities laws in connection with the issuance of shares of Parent Common Stock pursuant to the Merger. The Parent will use its reasonable best efforts to cause the Information Statement to be mailed to each of the Parent's shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. The Company, with the cooperation of Parent, will use its reasonable best efforts to cause the Proxy Statement to be mailed to each of the Company's shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. The parties shall have become effective promptly provide copies, consult with each other and prepare written responses with respect to any written comments received from the SEC with respect to the Registration Statement, the Information Statement and the Proxy Statement shall have been cleared by received from the SEC, . The parties will cooperate in preparing and filing with the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or SEC any amendment or supplement toto the Registration Statement, the Information Statement or Proxy Statement. (b) The Proxy Statement shall include the unanimous and unconditional recommendation of the Board of Directors of the Company to the shareholders of the Company that they vote in favor of the adoption of this Agreement and the Merger, except as otherwise provided in Section 5.03 or Section 6.01 of this Agreement. (c) No amendment or supplement to the Proxy Statement, the Information Statement or the Registration Statement will be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, Company without the prior written consent approval of the other party, such consent which approval shall not to be unreasonably withheld. Parent and Each of the Company each shall and Parent will advise the otherother party, 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 Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC SEC, the NYSE or AMEX for amendment of the Proxy Statement, the Information Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. (bd) Notwithstanding anything to the contrary in this Agreement, neither Parent nor the Company shall have any obligation to have the Registration Statement declared effective unless and until (i) Parent shall have received the "comfort letter" in accordance with Section 6.11(a) and (ii) the Company shall have received the "comfort letter" in accordance with Section 6.11(b). (e) The information supplied by the Company and Parent for inclusion or incorporation by reference in the Registration Statement and included in the Information Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Information Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders shareholders of the CompanyParent, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders the shareholders of Parentthe Company, (iv) the time of the Company Stockholders’ Meeting, Shareholders' Meeting and (v) the time of the Parent Stockholders’ MeetingEffective 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 thereintherein not misleading. If at any time prior to the Effective Time any event or circumstances relating to the Company or any of its subsidiaries, or their respective officers and directors, should be discovered by the Company that should be set forth in light an amendment or a supplement to the Proxy Statement, Information 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 circumstances DGCL, the MGCL, the Securities Act, the Exchange Act, the NYSE and the AMEX. (f) The information supplied by Parent for inclusion in which they were madethe Proxy Statement and included in the Registration Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Information Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders of the Parent, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders of the Company, (iv) the time of the Company Shareholders' Meeting and (v) 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. If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent, Parent or any of their respective Subsidiariesits subsidiaries, or their respective officers or and directors, is should be discovered by such party which Parent that should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, such party Information Statement or Registration Statement, Parent shall promptly inform the other partyCompany. All documents that either the Company or Parent 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 of the DGCL, the MGCL, the Securities Act Act, the Exchange Act, the NYSE and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunderAMEX.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Parent and the Company shall prepare jointly prepare, and the Company and Parent shall file with the SEC SEC, a joint proxy statement relating document or documents that will constitute (i) if Parent Common Stock is to be issued in the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements theretoMerger, the “Proxy Statement”) and Parent shall prepare and file with prospectus forming part of the SEC a registration statement on Form S-4 of Parent (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”"REGISTRATION STATEMENT"), in which the Proxy Statement shall be included, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the Company's stockholders pursuant to the Merger and (ii) the proxy statement or information statement with respect to the Merger relating to the special meeting of, or the taking of action by written consent by, the Company's stockholders (in either case, the "COMPANY STOCKHOLDERS' MEETING") and, if required, Parent's Stockholders (the "PARENT STOCKHOLDERS' MEETING"), to be held to consider approval of this Agreement and the Merger contemplated hereby (together with any amendments thereto, the "PROXY STATEMENT"). Copies of the Company Proxy Statement shall be provided to the NYSE in accordance with its rules. If applicable, each of the Merger. Each of Parent and the Company parties hereto shall use all reasonable best efforts to cause the Registration Statement to become effective as promptly as practicablepracticable after the date hereof, and, prior to the effective date of the Registration Statement, Parent the parties hereto shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in pursuant to the Merger. Each of Parent and or the Company Company, as the case may be, shall furnish all information concerning it and Parent or the holders of its capital stock Company as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement Statement, if applicable, and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light date of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing ofRegistration Statement, or amendment or supplement toif applicable, the Proxy Statement shall be made by Parent or mailed to the stockholders of the Company and, if required, of Parent. Each of the parties hereto shall cause the Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act, (iii) the rules and regulations of the NYSE, (iv) the General Corporation Law and (v) the Delaware General Corporation Law. (b) The Proxy Statement shall include (i) the approval of the Merger and, if the Company solicits proxies from the Company's stockholders, the recommendation of the board of directors of the Company to the Company's stockholders that they vote in favor of approval of this Agreement and no filing ofthe Merger contemplated hereby, or and, if required, (ii) the approval of the Merger and recommendation of the board of directors of Parent to Parent's stockholders that they vote in favor of approval of this Agreement and the Merger contemplated hereby. (c) No amendment or supplement toto the Proxy Statement, if applicable, or the Registration Statement shall be made by Parent, in each case, without the prior written consent approval of the other party, such consent not to be unreasonably withheld. Parent and the Company Company, which approval shall not be unreasonably withheld or delayed. If applicable, each of the parties hereto shall advise the otherother parties hereto, 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 Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC or the NYSE for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. (bd) The None of the information supplied by the Company and Parent for inclusion or incorporation by reference in the Registration Statement and Statement, if applicable, or the Proxy Statement shall notshall, at (i) the time respective times filed with the Registration Statement is declared effectiveSEC or other regulatory agency and, in addition, (iiA) in the time case of the Proxy Statement (Statement, at the date it or any amendment thereof amendments or supplement thereto) is first mailed to the stockholders of the Company, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first supplements thereto are mailed to stockholders of ParentParent in connection with the Parent Stockholders' Meeting, (iv) if any, and to stockholders of the Company in connection with the Company Stockholders' Meeting, at the time of the Company Stockholders’ ' Meeting, and (v) at the time of the Parent Stockholders’ ' Meeting, if any, and at the Effective Time and (B) if applicable, in the case of the Registration Statement, when it becomes effective under the Securities Act 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 light of the circumstances in under which they were are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent, or any of their respective SubsidiariesCompany Subsidiary, or their respective officers or directors, is should be discovered by such party the Company that should be set forth in an amendment or a supplement to the Registration Statement, if applicable, or Proxy Statement, the Company shall promptly inform Parent. All documents that the Company is responsible for filing with the SEC in connection with the Merger will comply as to form in all material respects with the applicable requirements of the rules and regulations of the NYSE, the General Corporation Law, the Securities Act and the Exchange Act. (e) None of the information supplied by Parent for inclusion or incorporation by reference in the Registration Statement, if applicable, or the Proxy Statement shall, at the respective times filed with the SEC or other regulatory agency and, in addition, (A) in the case of the Proxy Statement, at the date it or any amendments or supplements thereto are mailed to stockholders of Parent in connection with the Parent Stockholders' meeting, if any, and to stockholders of the Company in connection with the Company Stockholders' Meeting, at the time of the Company Stockholders' Meeting, at the time of the Parent Stockholders' Meeting, if any, and at the Effective Time and (B) if applicable, in the case of the Registration Statement, when it becomes effective under the Securities Act 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 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 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 Registration Statement or Proxy Statement, such party Parent shall promptly inform the other partyCompany. All documents that either the Company or Parent is responsible for filing with the SEC in connection with the transactions contemplated hereby Merger will comply as to form and substance in all material respects with the applicable requirements of the rules and regulations of the NYSE, the General Corporation Law, the General Corporation Law, the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunderAct.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution date of this Agreement, Parent and the Company shall prepare and file cause to be filed with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) Statement and Parent shall prepare and file cause to be filed with the SEC a registration statement on the Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall will be includedincluded as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued respect to the stockholders of the Company in the Merger. Each of Parent and the Company shall use 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, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Form S-4 Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light Each of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and Company shall use its Reasonable Efforts to cause the Company each 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or 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. (b) The information supplied by the Company and Parent for inclusion or incorporation by reference in the Form S-4 Registration Statement and the Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Company will cause the Proxy Statement to be mailed to Company's stockholders as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of Parent and Company shall notalso promptly file, at (i) use its Reasonable Efforts to cause to become effective as promptly as possible and, if required, mail to Company's stockholders any amendment to the time Form S-4 Registration Statement or Proxy Statement that becomes necessary after the date the S-4 Registration Statement is declared effective, . (iib) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (iv) the time of the Company Stockholders’ Meeting, and (v) the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company Parent or Parent, its directors or any of their respective Subsidiaries, or their respective officers or directors, is discovered by such party Parent which should is required to be set forth in an amendment or a supplement to the Form S-4 Registration Statement or Proxy Statement, such party Parent shall promptly inform the other partyCompany. All documents that either the Company or Parent is responsible for filing with the SEC in connection with the transactions contemplated hereby Contemplated Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules Exchange Act. (c) If at any time prior to the Effective Time any event or circumstance relating to any of the Acquired Companies or their respective directors or officers is discovered by Company which is required to be set forth in an amendment or supplement to the Form S-4 Registration Statement or Proxy Statement, Company shall promptly inform Parent. All documents that Company is responsible for filing with the SEC in connection with the Contemplated Transactions will comply as to form and regulations thereunder substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act Act. (d) Each of Parent and Company will advise the rules other, promptly after it receives notice thereof, of the time when the Form S-4 Registration Statement has become effective or any supplement or amendment thereto has been filed, the issuance of any stop order, or any request by the SEC for amendment of the Proxy Statement or Form S-4 Registration Statement or comments thereon or responses thereto. (e) Prior to the Effective Time, Parent shall use Reasonable Efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the stockholders entitled to notice of and regulations thereunderto vote at Company Stockholders' Meeting (as defined in Section 5.2); provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution date of this Agreement, Parent and (i) Volato, in cooperation with the Company Company, shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Volato Stockholder Meeting and to be held in connection with the Parent Stockholders’ Meeting Merger (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent (ii) Volato, in cooperation with the Company, shall undertake commercially reasonable efforts to prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/ProspectusForm S-4”), in which the Proxy Statement shall be includedincluded as a part (the Proxy Statement and the Form S-4, collectively, the “Registration Statement”), in connection with the registration under the Securities Act of the shares of Parent Volato Common Stock to be issued to the stockholders by virtue of the Company in the MergerContemplated Transactions. Each of Parent and the Company Volato shall use commercially reasonable best efforts to (i) cause the Registration Statement to comply with applicable rules and regulations promulgated by the SEC, (ii) cause the Registration Statement to become effective as promptly as practicable, and, prior (iii) respond promptly to any comments or requests of the effective date of SEC or its staff related to the Registration Statement, Parent . Volato shall take all or any action reasonably required under any applicable federal or state federal, state, securities and other Laws in connection with the issuance of shares of Parent Volato Common Stock in pursuant to the MergerContemplated Transactions. Each of Parent the Parties shall reasonably cooperate with the other Party and the Company shall furnish all information concerning it itself and their Affiliates, as applicable, to the holders of its capital stock other Parties that is required by Law to be included in the Registration Statement as the other Parties may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or 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. (b) The information supplied by the Company Volato covenants and Parent for inclusion or incorporation by reference in agrees that the Registration Statement (and the Proxy Statement shall notletter to stockholders, at notice of meeting and form of proxy included therewith) will (i) comply as to form in all material respects with the time requirements of applicable U.S. federal securities laws and the Registration Statement is declared effectiveDGCL as well as the SEC form requirements, and (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (iv) the time of the Company Stockholders’ Meeting, and (v) the time of the Parent Stockholders’ Meeting, 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 made therein, in light of the circumstances in under which they were made, not misleading. The Company covenants and agrees that the information supplied by or on behalf of the Company to Volato for inclusion in the Registration 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, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, neither Party makes any covenant, representation or warranty with respect to statements made in the Registration Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by the other Party or any of its Representatives regarding such other Party or its Affiliates for inclusion therein. (c) Volato shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Volato’s stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. If at any time prior to before the Effective Time Time, (i) Volato, Merger Sub or the Company (A) become aware of any event or circumstance relating information that, pursuant to the Company Securities Act or Parentthe Exchange Act, or any of their respective Subsidiaries, or their respective officers or directors, is discovered by such party which should be set forth disclosed in an amendment or a supplement to the Registration Statement or Proxy Statement, (B) receives notice of any SEC request for an amendment or supplement to the Registration Statement or for additional information related thereto, or (C) receives SEC comments on the Registration Statement, or (ii) the information provided in the Registration Statement has become “stale” and new information should be disclosed in an amendment or supplement to the Registration Statement, as the case may be, then such party Party, as the case may be, shall promptly inform the other party. All documents that either the Company Parties thereof and shall cooperate with such other Parties in Volato filing such amendment or Parent is responsible for filing supplement with the SEC (and, if appropriate, in mailing such amendment or supplement to the Volato stockholders) or otherwise addressing such SEC request or comments and each Party and shall use their commercially reasonable efforts to cause any such amendment to become effective, if required. Volato shall promptly notify the Company if it becomes aware (1) that the Registration Statement has become effective, (2) of the issuance of any stop order or suspension of the qualification or registration of the Volato Common Stock issuable in connection with the transactions contemplated hereby Contemplated Transactions for offering or sale in any jurisdiction, or (3) any order of the SEC related to the Registration Statement, and shall promptly provide to the Company copies of all written correspondence between it or any of its Representatives, on the one hand, and the SEC or staff of the SEC, on the other hand, with respect to the Registration Statement and all orders of the SEC relating to the Registration Statement. (d) The Company shall reasonably cooperate with Volato and provide, and cause its Representatives to provide, Volato and its Representatives, with all true, correct and complete information regarding the Company that is required by Law to be included in the Registration Statement or reasonably requested by Volato to be included in the Registration Statement (collectively, the “Company Required S-4 Information”). Without limiting the foregoing, the Company will comply as use commercially reasonable efforts to cause to be delivered to Volato a consent letter of the Company’s independent accounting firm, dated no more than three (3) Business Days before the date on which the Registration Statement is filed with the SEC (and reasonably satisfactory in form and substance to Volato), that is customary in scope and substance for consent letters delivered by independent public accountants in connection with registration statements similar to the Registration Statement. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Registration Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Registration Statement, prior to the filing thereof with the SEC. Volato may not file the Registration Statement, or any amendment or supplement thereto, without the prior consent of the Company, provided that Volato has included the Company Required S-4 Information in the Registration Statement in substantially the same form as it was provided to Volato by the Company pursuant to this Section 6.1; provided, further, that if the prior consent of the Company is not obtained then, notwithstanding anything else herein, the Company makes no covenant or representation regarding the portion of such information supplied by or on behalf of the Company to Volato for inclusion in such Registration Statement that the Company reasonably identifies prior to such filing of the Registration Statement. (e) As promptly as reasonably practicable following the date of this Agreement, the Company will furnish to Volato (i) audited financial statements for each of its fiscal years required to be included in the Registration Statement along with auditor consent (the “Company Audited Financial Statements”) and (ii) unaudited interim financial statements for each interim period completed prior to Closing that would be required to be included in the Registration Statement or any periodic report due prior to the Closing if the Company were subject to the periodic reporting requirements under the Securities Act or the Exchange Act (the “Company Interim Financial Statements”). Each of the Company Audited Financial Statements and the Company Interim Financial Statements will be suitable for inclusion in the Registration Statement and prepared in accordance with GAAP as applied on a consistent basis during the periods involved (except in each case as described in the notes thereto) and on that basis will present fairly, in all material respects with respects, the applicable requirements financial position and the results of operations, changes in stockholders’ equity and cash flows of the Securities Act Company as of the dates of and for the rules and regulations thereunder and periods referred to in the Exchange Act and Company Audited Financial Statements or the rules and regulations thereunderCompany Interim Financial Statements, as the case may be.

Registration Statement; Proxy Statement. (a) As promptly as reasonably practicable after the execution date of this Agreement, Parent and the Company (i) Check-Cap, in cooperation with Keystone, shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Check-Cap Shareholder Meeting and to be held in connection with the Parent Stockholders’ Meeting Israeli Merger (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent (ii) PubCo, Keystone and Check-Cap shall prepare prepare, and PubCo shall file (and Keystone shall cause PubCo to file) with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be included, in connection with the registration under the Securities Act of the shares of Parent PubCo Common Stock to be issued to the stockholders by virtue of the Company in the MergerMergers. Each of Parent Check-Cap, Keystone and the Company PubCo shall use their commercially reasonable best efforts to cause the Registration Statement to become effective as promptly as practicablepracticable and remain effective through the Closing Date, and, prior to the effective date of the Registration Statement, Parent and shall take all or any action reasonably required under any applicable federal or state federal, state, securities and other Laws in connection with the issuance of shares of Parent PubCo Common Stock in pursuant to the MergerMergers. Each of Parent and the Company Parties shall furnish all information concerning it itself and their Affiliates, as applicable, to the holders of its capital stock other Parties as the other Parties may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As The Proxy Statement and Registration Statement shall include, among other things, subject to Section 8.2, the Check-Cap Board Recommendation and any fairness opinions delivered to the Check-Cap Board in connection with the Transactions. (b) Check-Cap shall use commercially reasonable efforts to cause, and Keystone shall reasonably cooperate with Check-Cap in causing, the Proxy Statement to be furnished to the SEC on Form 6-K and mailed to the Check-Cap Shareholders, to the extent required under applicable Law, as promptly as reasonably practicable after the Registration Statement shall have become is declared effective and under the Proxy Statement shall have been cleared by Securities Act. If any Party becomes aware of any event or information that, pursuant to the SECSecurities Act or the Exchange Act, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other should be disclosed in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or an amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon Proxy Statement, as the case may be, then such Party, as the case may be, shall promptly inform the other Parties thereof and responses thereto shall cooperate with such other Parties in filing such amendment or requests by supplement with the SEC for additional informationand, if appropriate, in mailing such amendment or supplement to the Check-Cap Shareholders; provided, that PubCo shall not file any such amendment or supplement without providing the other Parties a reasonable opportunity to review and comment thereon. (bc) The information supplied by the Company Each of Check-Cap and Parent for inclusion or incorporation by reference in Keystone covenants and agrees that the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (iv) the time of the Company Stockholders’ Meeting, and (v) the time of the Parent Stockholders’ Meeting, 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 made therein, in light of the circumstances in under which they were made, not misleading. If at Each of Check-Cap and Keystone covenants and agrees that the information supplied by them or on their behalf for inclusion in the Registration Statement will not contain any time prior 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, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, (i) Check-Cap makes no covenant, representation or warranty with respect to statements made in the Registration Statement, if any, based on information provided by Keystone or its Subsidiaries or any of their Representatives for inclusion therein and (ii) Keystone makes no covenant, representation or warranty with respect to statements made in the Registration Statement, if any, based on information provided by Check-Cap or its Subsidiary or any of their Representatives for inclusion therein. (d) Each of Check-Cap and Keystone shall reasonably cooperate and provide, and cause its Representatives to provide, the other Parties and their Representatives, with all accurate and complete information regarding Check-Cap, Keystone or their respective Subsidiaries that is required by Law to be included in the Registration Statement or the Proxy Statement. (e) The Parties shall promptly notify the other Parties of the receipt of any comments from the SEC or the staff of the SEC, if any, and of any request by the SEC or the staff of the SEC, if any, for amendments or supplements to the Effective Time any event Registration Statement or circumstance relating to the Company or Parentfor additional information and shall supply copies of all correspondence between Check-Cap, Keystone, PubCo or any of their respective SubsidiariesRepresentatives, on the one hand, and the SEC or their respective officers or directorsthe staff of the SEC, is discovered by such party which should be set forth in an amendment or a supplement on the other hand, with respect to the Registration Statement or Proxy the Transactions. The Parties shall use their commercially reasonable efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Registration Statement, such party and shall promptly inform give the other party. All documents that either Parties and their respective counsel a reasonable opportunity to participate in the Company or Parent is responsible for filing with formulation of any response to any such comments of the SEC or its staff. (f) The Parties shall cooperate in, all necessary filings with respect to the Mergers and the Transactions under all applicable Israeli securities Laws and regulation and United States state securities and “blue sky” Laws. (g) As promptly as reasonably practicable following the date of this Agreement, but in connection no event later than forty-five (45) days after the date of this Agreement, Keystone will furnish to Check-Cap (i) unaudited interim financial statements for each interim period completed prior to Closing that are required to be included in the Proxy Statement or Registration Statement and not otherwise delivered pursuant to Section 4.7(a) (the “Keystone Interim Financial Statements”) and (ii) Keystone’s audited consolidated statements of income, cash flow and stockholders’ equity for each of its fiscal years required to be included in the Proxy Statement or Registration Statement (the “Keystone Audited Financial Statements”). Each of Keystone Audited Financial Statements and Keystone Interim Financial Statements will be suitable for inclusion in the Proxy Statement or Registration Statement and prepared in accordance with GAAP as applied on a consistent basis during the transactions contemplated hereby periods involved (except in each case as described in the notes thereto) and on that basis will comply as to form and substance present fairly, in all material respects with respects, the applicable requirements financial position and the results of operations, changes in stockholders’ equity, and cash flows of Keystone as of the Securities Act dates of and for the rules and regulations thereunder and periods referred to in Keystone Audited Financial Statements or Keystone Interim Financial Statements, as the Exchange Act and the rules and regulations thereundercase may be.

Registration Statement; Proxy Statement. (a) Section 5.4.1 As promptly as practicable after the execution of this Agreement, Parent and the Company and, if required, Parent shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and and, if required, the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), ) in which the Proxy Statement shall be includedincluded as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in pursuant to the Merger. In addition, each of the Company and Parent shall prepare and file with the SEC any Other Filings as and when required or requested by the SEC. Each of Parent and the Company shall and Parent will use all reasonable best efforts to respond to any comments made by the SEC with respect to the Proxy Statement, the Registration Statement and any Other Filings, and to cause the Registration Statement to become effective as promptly as practicable, and, prior . Prior to the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company and Parent shall furnish all information concerning it and the holders of its capital stock as the other party may reasonably request in connection with such actions and the preparation of the Proxy Statement, the Registration Statement and Proxy Statementany Other Filings. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SECeffective, the Company and and, if required, Parent shall mail the Joint Proxy/Prospectus Proxy Statement to their respective its stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement toSubject to Section 5.7 hereof, the Proxy Statement shall be made include the recommendation of the Company Board that adoption of this Agreement by Parent or the Company’s stockholders is advisable and that the Company Board has determined that the Merger is fair to and in the best interests of the Company’s stockholders (the “Company Recommendation”) and, if the Parent Approval Requirement applies, the recommendation of the Parent Board in favor of the Merger and the Issuance. Section 5.4.2 Subject to Section 5.7 hereof and other than pursuant to Rule 425 of the Securities Act with respect to releases made in compliance with Section 5.11 of this Agreement, no filing of, or amendment or supplement toto the Proxy Statement, the Registration Statement shall or any Other Filings, nor any response to any comments or inquiry from the SEC, will be made by Parent, in each case, the Company or Parent without the prior written consent approval of the other party, such consent which approval shall not to be unreasonably withheldwithheld or delayed. The Company and Parent and the Company each shall will advise the other, 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or Statement, the Registration Statement or any Other Filings or comments thereon and responses thereto or requests by the SEC for additional information. (b) The information supplied by Section 5.4.3 Parent shall promptly inform the Company and Parent for inclusion or incorporation by reference in the Registration Statement and the Proxy Statement shall notif, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (iv) the time of the Company Stockholders’ Meeting, and (v) the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. If at any time prior to the Effective Time Time, any event or circumstance relating to the Company Parent, any Parent Subsidiary or ParentMerger Sub, or any of their respective Subsidiaries, or their respective officers or directors, is should be discovered by such party which Parent and should be set forth in an amendment or a supplement to the Proxy Statement, the Registration Statement or any Other Filing. The Company shall promptly inform Parent if, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company Subsidiary, or any of their respective officers or directors, should be discovered by the Company and should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the other party. All documents that either the Company Registration Statement or Parent 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 of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunderany Other Filing.

Registration Statement; Proxy Statement. (ai) As promptly as reasonably practicable after following the execution and delivery of this Agreement, Parent New PubCo shall and Seller shall cause New PubCo to, in accordance with this Section 7.1(a), prepare and file, and the Company and the SPAC shall prepare reasonably assist and file cooperate with the preparation and filing of, a registration statement on Form F-4 with the SEC (such registration statement (including the Proxy Statement) as amended or supplemented, the “Registration Statement / Proxy Statement”), which registration statement shall include a joint proxy statement relating to be sent to the Company Stockholders’ Meeting and SPAC Shareholders in advance of the Parent Stockholders’ Special Meeting (together with any amendments thereof such proxy statement, as amended or supplements theretosupplemented, the “Proxy Statement”) for the purposes of (A) registering under the Securities Act, to the extent permitted by applicable rules and Parent shall prepare and file regulations of the SEC, the New PubCo Common Shares to be issued in connection with the SEC a registration statement on Form S-4 Merger and the Sale (together with all amendments theretoincluding any New PubCo Common Shares to be issued upon exercise of the SPAC Public Warrants assumed by New PubCo) (together, the “Registration StatementShares”), (B) providing SPAC Shareholders with notice of the opportunity to redeem their shares of SPAC Class A Ordinary Shares in accordance with Article 49.5 of the SPAC Governing Documents (the “SPAC Shareholder Redemption”), and (C) soliciting proxies from holders of shares of SPAC Class A Ordinary Shares to vote at the Special Meeting in favor of: (1) the adoption of this Agreement and approval of the Transactions, the authorization of the Plan of Merger and the approval of the Surviving Company Governing Documents; (2) the prospectus contained approval of the Merger; (3) the adoption and approval of each other proposal that either the SEC or Nasdaq (or the respective staff members thereof) indicates is necessary in its comments to the Registration Statement together with / Proxy Statement or in correspondence related thereto; (4) other proposals the Proxy StatementParties deem necessary or appropriate to consummate the Transactions; and (5) the adoption and approval of a proposal for the postponement or adjournment of the Special Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (collectively, the items in this clause (C) being the “Joint Proxy/ProspectusSPAC Shareholder Matters”), all in which accordance with and as required by the Proxy Statement shall be includedSPAC Governing Documents, in connection with the registration under the Securities Act applicable Laws, and any applicable rules and regulations of the shares of Parent Common Stock to be issued to the stockholders of the Company in the MergerSEC and Nasdaq. Each of Parent New PubCo, the Company and the Company SPAC shall use its reasonable best efforts to cause the Registration Statement / Proxy Statement to become comply as to form and substance with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder and keep the Registration Statement / Proxy Statement effective as long as is necessary to consummate the Transactions. (ii) The SPAC shall file (i) the Registration Statement / Proxy Statement, to the extent required under the rules and regulations of the SEC and (ii) file the definitive Proxy Statement with the SEC and cause such Proxy Statement to be mailed to its shareholders of record, as of the record date to be established by the board of directors of the SPAC in accordance with Section 7.1(b), as promptly as practicable, and, prior to practicable following the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation effectiveness of the Registration Statement and / Proxy Statement. As promptly as reasonably practicable after Statement (such date, the “Proxy Clearance Date”). (iii) Prior to each filing with the SEC of the Registration Statement shall have become effective and the / Proxy Statement shall have been cleared by and any other documents to be filed with the SECSEC that relate to the Transactions, both preliminary and final, and any amendment or supplement thereto, New PubCo will make available to the Company and Parent shall mail the Joint Proxy/Prospectus to SPAC and their respective stockholders; provided, however, that the parties shall consult counsels a draft thereof and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for will provide the Company Stockholders’ Meeting and New PubCo (including their respective counsel) with a reasonable opportunity to comment on such draft and shall consider such comments in good faith. New PubCo shall not file any such documents with the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, SEC without the prior written consent of the other party, Company and the SPAC (such consent not to be unreasonably withheld, conditioned or delayed and such consent may be provided by email by each respective Party or an authorized representative of such Party, as applicable). Parent New PubCo will advise the Company and the Company each shall advise the otherSPAC, promptly after it receives notice thereof, of of: (A) the time when the Registration Statement / Proxy Statement has become effective or been filed; (B) the effectiveness of the Registration Statement / Proxy Statement; (C) the filing of any supplement or amendment has been filed, of to the Registration Statement / Proxy Statement; (D) the issuance of any stop order, order by the suspension SEC or of the qualification initiation or written threat of the Parent Common Stock issuable in connection with the Merger any proceeding for offering or sale in any jurisdiction, or such purpose; (E) any request by the SEC for amendment of the Registration Statement / Proxy Statement or Statement; (F) any comments from the SEC relating to the Registration Statement or comments thereon / Proxy Statement and responses thereto or thereto; and (G) requests by the SEC for additional information. (b) The information supplied relating to the Registration Statement / Proxy Statement. New PubCo shall respond to any SEC comments on the Registration Statement / Proxy Statement as promptly as practicable and shall use commercially reasonable efforts to have the Registration Statement / Proxy Statement cleared by the SEC under the Securities Act as promptly as practicable; provided that prior to responding to any requests or comments from the SEC, New PubCo will make available to the Company and Parent the SPAC (including their respective counsels) drafts of any such response and provide the Company and the SPAC (including their respective counsels) with a reasonable opportunity to comment on such drafts and will consider any such comments in good faith and provided further, that each of the Company and the SPAC agree to cooperate fully with the preparation of responses to any comments from the SEC which relate to the Registration Statement / Proxy Statement. Without limiting the foregoing, ahead of any subsequent filing of the Registration Statement / Proxy Statement, each of the Company and the SPAC shall use its reasonable best efforts to provide any financial statements (including pro forma financial statements) and information required by Regulation S-X and the other rules and regulations of the SEC for inclusion or incorporation by reference in the Registration Statement and the / Proxy Statement shall notto the extent that the Financial Statements are no longer current under the Regulation S-X. (iv) If, at (i) any time prior to the time Special Meeting, there shall be discovered any information that should be set forth in an amendment or supplement to the Registration Statement is declared effective, (ii) the time the / Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to so that the stockholders of the Company, (iii) the time the Registration Statement / Proxy Statement (or would not include any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (iv) the time of the Company Stockholders’ Meeting, and (v) the time of the Parent Stockholders’ Meeting, contain any untrue statement misstatement of a material fact or omit to state any material fact required necessary to be stated make the statements therein not misleading, New PubCo shall promptly file an amendment or supplement to the Registration Statement / Proxy Statement containing such information and, to the extent required, the SPAC shall promptly file such amendment or supplement to the Registration Statement / Proxy Statement containing the same information. At any time prior to the Closing, the Company shall promptly inform the SPAC and New PubCo of any action taken or not taken by the Company or any of its Subsidiaries or of any development regarding the Company or any of its Subsidiaries, in any such case which is known by the Company, that would cause the Registration Statement / Proxy Statement to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinstatements, in light of the circumstances in under which they were made, not misleading; provided that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, the SPAC, New PubCo and the Company shall cooperate fully to cause an amendment or supplement to be made promptly to the Registration Statement / Proxy Statement, such that the Registration Statement / 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; provided, further, however, that no information received by the SPAC pursuant to this paragraph shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information. If at At any time prior to the Effective Time any event or circumstance relating to Closing, the SPAC shall promptly inform the Company and New PubCo of any action taken or Parentnot taken by the SPAC or of any development regarding the SPAC, in any such case which is known by the SPAC, that would cause the Registration Statement / Proxy Statement to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided that, if any of their respective Subsidiariessuch action shall be taken or fail to be taken or such development shall otherwise occur, or their respective officers or directorsthe SPAC, is discovered by such party which should be set forth in New PubCo and the Company shall cooperate fully to cause an amendment or a supplement to be made promptly to the Registration Statement or / Proxy Statement, such party shall promptly inform that the other party. All documents Registration Statement / 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; provided, further, however, that either no information received by the Company and New PubCo pursuant to this paragraph shall operate as a waiver or Parent is responsible otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information. (v) New PubCo or the SPAC, as applicable, shall make all necessary filings, as required for filing itself, with respect to the SEC in connection with the transactions contemplated hereby will comply as to form and substance in all material respects with the applicable requirements of Transactions under the Securities Act and the rules and regulations thereunder and Act, the Exchange Act and the applicable “blue sky” laws and any rules and regulations thereunder. (vi) Each of the Company, the SPAC and New PubCo agrees to use commercially reasonable efforts to promptly furnish to the other Parties and their respective Representatives all information within its possession concerning itself, its Subsidiaries, officers, directors, managers, shareholders and other equityholders, as well as information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement / Proxy Statement, a Current Report on Form 8-K, Report of Foreign Private Issuer on Form 6-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 the SPAC, New PubCo, the Company or VEON Ltd. to any regulatory authority (including Nasdaq) in connection with the Transactions.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Parent and the Company shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with the SEC (i) a registration statement on Form S-4 (together with all amendments thereto, the “"Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be included, ") in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in pursuant to the Merger, and (ii) a proxy statement relating to the meeting of the Company's stockholders to be held in connection with the Merger (together with any amendments thereof or supplements thereto, the "Proxy Statement"). Each of Parent and the Company shall use all reasonable best efforts to cause the Registration Statement and the Proxy Statement to comply with applicable Law and the rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use all reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent and shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in pursuant to the Merger. Each of Parent and the The Company shall furnish all information concerning it and the holders of its capital stock Company as the other Parent may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and effective, the Company shall mail the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective its stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement toSubject to Section 6.05(b), the Proxy Statement shall be made by Parent or include the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent unanimous recommendation of the other party, such consent not to be unreasonably withheld. Parent and Board of Directors of the Company each shall advise the other, promptly after it receives notice thereof, in favor 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or 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 informationMerger. (b) The information supplied by the Company and Parent for inclusion or incorporation by reference in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, effective by the SEC; (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, ; (iii) the time of the Proxy Statement Stockholders' Meeting (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, as defined in Section 6.02); and (iv) the time of the Company Stockholders’ Meeting, and (v) the time of the Parent Stockholders’ MeetingEffective 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 thereintherein not misleading. If at any time prior to the Effective Time any event or circumstance relating to Parent or any of its Subsidiaries, or their respective officers or directors, should be discovered by Parent which should be set forth in light an amendment or a supplement to the Registration Statement or Proxy Statement, Parent shall promptly inform the Company, and the Company shall make appropriate amendments or supplements to the Proxy Statement. (c) The information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective by the SEC; (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the circumstances Company; (iii) the time of the Stockholders' Meeting; and (iv) 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 which they were made, order to make the statements therein not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent, or any of their respective its Subsidiaries, or their respective officers or directors, is should be discovered by such party the Company which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, such party the Company shall promptly inform Parent. (d) Company shall use reasonable efforts to cause to be delivered to Parent a letter from the other party. All documents Company's independent public accountants, dated the date that either the Company Registration Statement shall become effective, addressed to Parent, in form and substance reasonably satisfactory to Parent or Parent is responsible in customary scope and substance for filing with the SEC letters delivered by independent public accountants in connection with registration statements similar to the transactions contemplated hereby will comply as Registration Statement. (e) The Parent Common Stock issuable upon the exercise of Assumed Options issued by Parent pursuant to form and substance Section 2.07(a) shall be registered by Parent under Parent's Form S-8 Registration Statement promptly following the Closing Date, but in all material respects with no event, later than ten Business Days following the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunderEffective Time.

Registration Statement; Proxy Statement. (a) As promptly as reasonably practicable after the execution of this Agreementdate hereof, Parent SPAC and the Company shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed), and SPAC shall file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements theretoSEC, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be included, F-4 in connection with (x) the registration under the Securities Act of the shares of Parent SPAC Common Stock Shares to be issued under this Agreement and (y) the Transactions (the “Registration Statement / Proxy Statement”) (it being understood that the Registration Statement / Proxy Statement will be used as a proxy statement with respect to the stockholders SPAC Shareholders Meeting to adopt and approve the Transaction Proposals (as defined below), the SPAC Equity Incentive Plan and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by SPAC’s Organizational Documents, any related agreements with Sponsor and its Affiliates, applicable Law, and any applicable rules and regulations of the Company in SEC and the MergerNasdaq Capital Market). Each of Parent SPAC and the Company shall use its reasonable best efforts to to: (i) cause the Registration Statement / Proxy Statement to become effective as comply in all material respects with the applicable rules and regulations promulgated by the SEC; (ii) promptly as practicablenotify the other of, and, prior cooperate with each other with respect to the effective date and respond promptly to any comments of the Registration Statement, Parent shall take all SEC or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of staff; (iii) have the Registration Statement and / Proxy Statement. As Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (iv) keep the Registration Statement shall have become / Proxy Statement effective through the Closing in order to permit the consummation of the Transactions. Each of SPAC and the Proxy Statement Company shall have been cleared promptly furnish to each other all information concerning such Party, its Subsidiaries, Representatives and shareholders that may be required or reasonably requested in connection with any action contemplated by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholdersthis Section 6.01; provided, however, that neither SPAC or the parties Company shall consult and cooperate with each use any such information for any purposes other in determining than those contemplated by this Agreement unless: (A) such Party obtains the appropriate time for mailing the Joint Proxy/Prospectus in light prior written consent of the date set for other to such use (which consent shall not be unreasonably withheld, conditioned or delayed); or (B) to the Company Stockholders’ Meeting and extent that use of such information is required to avoid violation of applicable Law. (b) Unless required by the Parent Stockholders’ Meeting. No filing ofapplicable Law, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, to the Registration Statement shall / Proxy Statement will be made by Parent, in each case, the Company or SPAC without the prior written consent approval of the other party, Parties (such consent approval not to be unreasonably withheld, conditioned or delayed). Parent and Each of the Company each shall and SPAC will advise the otherother Parties, 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Registration Statement / Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of the Company and SPAC shall, as promptly as practicable after receipt thereof, supply the other Parties 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. Unless required by the applicable Law, no response to any comments from the SEC or the staff of the SEC relating to the Registration Statement / Proxy Statement will be made by the Company or SPAC without the prior consent of the other Parties (such consent not to be unreasonably withheld, conditioned or delayed), and without providing the other Parties a reasonable opportunity to review and comment thereon unless pursuant to a telephone call initiated by the SEC. (bc) The SPAC represents that the information supplied by the Company SPAC and Parent NewCo for inclusion or incorporation by reference in the Registration Statement and the / Proxy Statement shall notnot include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, at (i) the time the Registration Statement / Proxy Statement is declared effective, (ii) the time the Registration Statement / Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the CompanySPAC Shareholders, and (iii) the time of the SPAC Shareholders Meeting; provided, however, that SPAC makes no representations or warranties as to the information contained in or omitted from the Registration Statement / Proxy Statement (in reliance upon and in conformity with information furnished in writing to the SPAC by or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (iv) the time on behalf of the Company Stockholders’ Meetingspecifically for inclusion in the Registration Statement / Proxy Statement. If, and (v) the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. If at any time prior to the Effective Time SPAC Shareholders Meeting, any event or circumstance relating to the Company or ParentSPAC, or any of their respective Subsidiaries, NewCo or their respective officers or directors, is directors should be discovered by such party SPAC which should be set forth in an amendment or a supplement to the Registration Statement or / Proxy Statement, such party SPAC shall promptly inform the other partyCompany. All documents that either the Company or Parent SPAC is responsible for filing with the SEC in connection with the transactions contemplated hereby will Transactions shall comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules Exchange Act. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement / Proxy Statement shall not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, at (i) the time the Registration Statement / Proxy Statement is declared effective, (ii) the time the Registration Statement / Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the SPAC Shareholders, and regulations thereunder (iii) the time of the SPAC Shareholders Meeting. If, at any time prior to the SPAC Shareholders Meeting, any event or circumstance relating to the Company or any Company Subsidiary or its officers or directors should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement / Proxy Statement, the Company shall promptly inform SPAC. (e) Except to the extent required by the SEC or any other Governmental Authority or as otherwise required under applicable Law, no Party shall provide any advice, disclosure, assurance, representation, warranty or other communication regarding any Tax consequences related to the Transactions to its equityholders. If either Party sends any material communication regarding the Transactions to its equityholders, each Party shall (x) allow each other Party to review and comment on any such communication (and revise such communication in good faith to reflect any such reasonable comments) and (y) to the Exchange Act maximum extent reasonably permissible in such communication, explicitly state in such communication that (1) the Tax consequences of the Transactions are not free from doubt, (2) none of the Parties, their equityholders, any of their Affiliates or any of their Representatives is providing any advice, disclosure, assurance, representation or warranty regarding the Tax consequences of the Transactions, and (3) each such recipient should consult with and rely solely upon its own Tax advisors as to the rules and regulations thereunderTax consequences of the Transactions.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution date of this Agreement, Parent and the Company shall prepare and file cause to be filed with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) Statement and Parent shall prepare and file cause to be filed with the SEC a registration statement on the Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall will be included, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in the Mergerincluded as a prospectus. Each of Parent and the Company shall use all 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, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or 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. (b) The information supplied by the Company and Parent for inclusion or incorporation by reference in the Form S-4 Registration Statement and the Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. The Company will use all reasonable efforts to cause, and Parent shall notcooperate with the Company in causing, at (i) the time Proxy Statement to be mailed to the Company's stockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effectiveeffective under the Securities Act. The Company and Parent shall promptly furnish to the other party all information concerning such party and, (ii) with respect to the time Company, the Company's stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations or Parent occurs, or if the Company or Parent becomes aware of any information, that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Proxy Statement (Statement, then the Company or any Parent, as the case my be, shall promptly inform the other party thereof and shall cooperate with Parent in filing such amendment thereof or supplement thereto) is first mailed with the SEC and, if appropriate, in mailing such amendment or supplement to the stockholders of the Company. (b) Prior to the Effective Time, (iii) Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the time Parent Common Stock to be issued in the Proxy Statement (Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any amendment thereof or supplement thereto) is first mailed registered holder of Company Common Stock has an address of record on the record date for determining the stockholders entitled to stockholders notice of Parent, (iv) the time of and to vote at the Company Stockholders’ ' Meeting, and (v) the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent, or any of their respective Subsidiaries, or their respective officers or directors, is discovered by such party which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, such party shall promptly inform the other party. All documents that either the Company or Parent 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 of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Registration Statement; Proxy Statement. (a) As promptly soon as practicable after the execution of this Agreement, Parent and in any event within 45 days after the date of this Agreement, (i) the Company shall prepare and file cooperate with the SEC Parent with respect to a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) in preliminary form, which shall contain the Company Board Recommendation (unless an Adverse Recommendation Change has occurred), and (ii) Parent shall prepare and file with the SEC (x) a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”)S-4, in which the Proxy Statement shall be included, in connection with the registration under the Securities Act of included and (y) a prospectus relating to (i) the shares of Parent Class A Common Stock Stock, (ii) the New Tranche 1 Warrants and (iii) the New Tranche 2 Warrants to be issued offered and sold pursuant to this Agreement and the stockholders of Merger (such registration statement together with the Company in amendments and supplements thereto, the Merger“Registration Statement”). Each of Parent and the Company shall use reasonable best efforts to cause covenants and agrees that the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all information provided by it or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request Subsidiaries for inclusion in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting (and the Parent Stockholders’ Meeting. No filing ofletter to stockholders, or amendment or supplement tonotice of meeting and form of proxy included therewith) will not, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it receives notice thereof, of at the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of that the Proxy Statement or the Registration Statement any amendment or comments thereon and responses supplement thereto or requests by is filed with the SEC for additional information. (b) The information supplied by the Company and Parent for inclusion or incorporation by reference in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Company Stockholders or when the Company, (iii) the time the Proxy Registration Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (iv) the time of the Company Stockholders’ Meeting, and (v) the time of the Parent Stockholders’ Meetingbecomes effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. Parent shall use its reasonable best efforts, and the Company shall reasonably cooperate with Parent in such efforts, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Contemplated Transactions, including the Merger. In furtherance thereof, Parent and the Company will work together in good faith, including with each Party’s Representatives (and including by providing reasonable access to relevant data, schedules and work papers), to prepare financial statements, financial information and such other information as required to be included in the Registration Statement, subject to Section 7.01(e). (b) Each of Parent and the Company shall reasonably cooperate with each other and provide, and require its Representatives to provide, the other party and its Representatives with all true, correct and complete information regarding the Company or any of its Affiliates or equityholders that is required by Law to be included in the Registration Statement or reasonably requested by the other Party to be included in the Registration Statement. Each of Parent and the Company will use reasonable best efforts to cause their respective independent accounting firms to deliver consent letters regarding the inclusion of their opinions with respect to the Company’s or Parent’s, as applicable, financial statements that are included in the Registration Statement, which such consent letter shall be customary in scope and substance for consent letters delivered by independent public accountants in connection with registration statements similar to the Registration Statement. (c) The Company shall use its reasonable best efforts to mail the Proxy Statement to its stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Parent shall use reasonable best efforts to take any action required to be taken under any applicable state securities Laws and other applicable Laws in connection with the issuance of (i) shares of Parent Class A Common Stock, (ii) New Tranche 1 Warrants and (iii) New Tranche 2 Warrants, in each case, pursuant to this Agreement, and each Party shall furnish all information concerning the Company, Parent and the holders of capital stock of the Company and Parent, as applicable, as may be reasonably requested by another Party in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement. No filing of, or amendment or supplement to, or material correspondence to the SEC or its staff with respect to the Registration Statement or the Proxy Statement may be made by Parent, the Company or any of their respective Subsidiaries, without providing the other Party a reasonable opportunity to review and comment thereon and such Party shall give reasonable consideration in good faith to any comments made by the other Party and its Representatives; provided that, with respect to documents filed by a Party that are incorporated by reference in the Registration Statement or Proxy Statement, the foregoing right to review and comment shall apply only with respect to the information relating to the other Party or its business, financial condition or results of operations, or the combined entity resulting from the Contemplated Transactions; and provided, further, that this right to review and comment shall not apply with respect to information relating to an Adverse Recommendation Change. Parent shall advise the Company, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the New Tranche 1 Warrants and New Tranche 2 Warrants issuable in connection with this Agreement or the shares of Parent Class A Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. The Company shall advise Parent, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any event or circumstance information relating to the Company or Parent, or any of their respective SubsidiariesAffiliates, or their respective officers or directors, is discovered by such party the Company or Parent which should be set forth in an amendment or a supplement to either the Registration Statement or the Proxy StatementStatement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such party information shall promptly inform notify the other party. All documents that either Parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC, after the other Party has had a reasonable opportunity to review and comment thereon (subject to the rights to review and comment described in the second sentence of this Section 7.02(c)), and, to the extent required by applicable Law, disseminated to the Company or Parent 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 of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunderStockholders.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, (i) Parent and the Company shall prepare and file with the SEC a joint the proxy statement to be sent to the stockholders of the Company relating to the meeting of the Company’s stockholders (the “Company Stockholders’ Meeting”) to be held to consider adoption of this Agreement and to be sent to the stockholders of Parent relating to the meeting of Parent’s stockholders (the “Parent Stockholders’ Meeting” and, together with the Company Stockholders’ Meeting and Meeting, the Parent “Stockholders’ Meeting Meetings”) to be held to consider approval of the Share Issuance (together with any amendments thereof such proxy statement, as amended or supplements theretosupplemented, being referred to herein as the “Proxy Statement”) and (ii) Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), ) in which the Proxy Statement shall be includedincluded as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in pursuant to the Merger. Each of Parent and the Company each shall use their 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, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws laws in connection with the issuance of shares of Parent Common Stock in pursuant to the Merger. Each of Parent and the Company shall furnish to the other party all information concerning it and the holders of its capital stock business as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SECeffective, the Company and Parent shall each mail the Joint Proxy/Prospectus Proxy Statement to their respective its stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light . (b) (i) Subject to fiduciary duties of the date set for Company Board under applicable Law, the Company Stockholders’ Meeting and covenants that neither the Parent Stockholders’ Meeting. No filing ofCompany Board nor any committee thereof shall withdraw, modify or qualify, or amendment publicly state that it intends to withdraw, modify or supplement toqualify, in a manner adverse to Parent, the approval or recommendation by the Company Board or any committee thereof of this Agreement or the Merger (a “Change in Company Recommendation”), and, subject to the fiduciary duties of the Company Board under applicable Law, the Proxy Statement shall be made by Parent or include the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent recommendation of the other party, such consent not to be unreasonably withheld. Parent and the Company each 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or 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. (b) The information supplied by the Company and Parent for inclusion or incorporation by reference in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed Board to the stockholders of the Company, (iiiCompany in favor of adoption of this Agreement; provided that the Company must be permitted to take the actions set forth in the proviso of Section 6.04(b)(ii)(C) in compliance with Section 6.04 if the time Company Board is making a Change in Company Recommendation or not including its recommendation in the Proxy Statement (or any amendment thereof or supplement theretoStatement, in each case as a result of a Competing Proposal. Nothing contained in this Section 6.01(b)(i) is first mailed to stockholders of Parent, (iv) the time of shall prohibit the Company Stockholders’ Meetingfrom (x) taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) or 14d-9 promulgated under the Exchange Act or (y) making any disclosure to the Company’s stockholders, and if, in the case of this clause (vy), the Company Board determines, in good faith after consultation with independent legal counsel (who may be the Company’s regularly engaged independent legal counsel) the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact that it is required to be stated therein or necessary in order do so to make the statements therein, in light of the circumstances in which they were made, not misleading. If at any time prior to the Effective Time any event or circumstance relating comply with its fiduciary obligations to the Company or Parent, or any of their respective Subsidiaries, or their respective officers or directors, is discovered by such party which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, such party shall promptly inform the other party. All documents that either the Company or Parent 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 its stockholders under applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunderLaw.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Parent and the Company shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ ' Meeting and the Parent Stockholders’ ' Meeting (together with any amendments thereof or supplements thereto, the “"Proxy Statement”") and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “"Registration Statement”"; the prospectus contained in the Registration Statement together with the Proxy Statement, the “"Joint Proxy/Prospectus”"), in which the Proxy Statement shall be included, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in the Mergeras Merger Consideration. Each of Parent and the Company shall use 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, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ ' Meeting and the Parent Stockholders’ ' Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent the Company or the CompanyParent, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other partyCompany, such consent not to be unreasonably withheld. Parent and the Company each 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or 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. (b) The information supplied by the Company and Parent for inclusion or incorporation by reference in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (iv) the time of the Company Stockholders’ Meeting, ' Meeting and (v) the time of the Parent Stockholders’ ' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, therein not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent, or any of their respective Subsidiaries, or their respective officers or directors, is discovered by such party which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, such party shall promptly inform the other party. All documents that either the Company or Parent is responsible for filing with the SEC in connection with the transactions contemplated hereby herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, (i) Parent and the Company shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting meetings of the Company's shareholders and Parent's shareholders to be held in connection with the Merger and the Parent Stockholders’ Meeting related transactions (together with any amendments thereof or supplements thereto, the “"Proxy Statement”") and (ii) Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “"Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), ") in which the Proxy Statement shall be includedincluded as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders shareholders of the Company in pursuant to the Merger. Each of Parent and the Company shall will 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, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws laws in connection with the issuance of shares of Parent Common Stock in the MergerShare Issuance. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. . (b) As promptly as reasonably practicable after the Registration Statement shall have become effective effective, each of Parent and the Company shall mail the Proxy Statement to its respective shareholders. The Proxy Statement shall have been cleared include the recommendation of the Board of Directors of each of Parent and the Company in favor of the Share Issuance and this Agreement, respectively, unless otherwise required by the SECapplicable fiduciary duties of the respective directors of Parent and the Company, as determined by such directors in good faith after consultation with legal counsel. No modification or withdrawal of such recommendation shall relieve the Company and of its obligation to submit this Agreement to the Company's shareholders for their approval or Parent shall mail of its obligation to submit the Joint Proxy/Prospectus Share Issuance to Parent's shareholders for their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. approval. (c) No filing of, or amendment or supplement to, to the Proxy Statement shall or the Registration Statement will be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, Company without the prior written consent approval of the other party, such consent party (which approval shall not to be unreasonably withheldwithheld or delayed). Parent and the Company each shall will 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or 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. (bd) The information supplied by the Company and Parent for inclusion or incorporation by reference in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders shareholders of Parent and the Company, (iii) the time of each of the Proxy Statement Shareholders' Meetings (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parentas defined below), and (iv) the time of the Company Stockholders’ Meeting, and (v) the time of the Parent Stockholders’ MeetingEffective 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 thereintherein not misleading. 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 which should be set forth in light an amendment or a supplement to the Registration Statement or Proxy Statement, Parent shall promptly inform the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material aspects with the applicable requirements of the circumstances Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (e) The information supplied by the Company for inclusion in which they were madethe Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders of the Company and Parent, (iii) the time of each of the Shareholders' Meetings, and (iv) 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 not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent, or any of their respective SubsidiariesCompany Subsidiary, or their respective officers or directors, is should be discovered by such party the Company which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, such party the Company shall promptly inform the other partyParent. All documents that either the Company or Parent is responsible for filing with the SEC in connection with the transactions contemplated hereby herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Registration Statement; Proxy Statement. (a) As Subject to the terms of this Section 7.02, as promptly as reasonably practicable after the execution of this Agreement, Parent NGA and the Company shall prepare (i) cooperate in preparing and file with the SEC a joint proxy statement relating shall cause to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file be filed with the SEC a registration statement on Form S-4 F-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be included, ) in connection with the registration under the Securities Act of the shares Company Common Shares and Assumed Warrants (including the Company Common Shares issuable upon exercise of Parent Common Stock the Assumed Warrants) to be issued to the stockholders and warrantholders of NGA pursuant to this Agreement, which shall include a proxy statement in preliminary form (the “Proxy Statement”) relating to the NGA Stockholders’ Meeting and (ii) cooperate in preparing and causing to be filed with the Autorité des marchés financiers (the “AMF”) a preliminary non-offering prospectus in respect of the Company in (together with all amendments thereto, the Merger“Canadian Prospectus”). Each of Parent and the Company shall use 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, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company NGA shall furnish all information concerning it and the holders of its capital stock such party as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly Merger Materials (as reasonably practicable after the Registration Statement shall have become effective defined below) and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ MeetingCanadian Prospectus. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent NGA and the Company each shall advise use their reasonable best efforts to (w) cause the otherRegistration Statement, when filed with the SEC, and the Canadian Prospectus, when filed with the AMF, to comply in all material respects with all legal requirements applicable thereto, (x) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Merger Materials and the AMF concerning the Canadian Prospectus, (y) cause the Registration Statement to be declared effective as promptly as practicable, and to cause the final Canadian Prospectus to be filed and definitively receipted by the AMF as promptly as practicable after it receives notice thereof, the Closing Date and (z) keep the Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the time when Registration Statement, NGA shall take all actions necessary to cause the Merger Materials 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 date upon which the Company notifies NGA that the Registration Statement has become effective or any supplement or amendment has been filed, effective. Each of the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or 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. (b) The information supplied by the Company and Parent for inclusion or incorporation by reference NGA shall otherwise reasonably assist and cooperate with the other party in the Registration Statement preparation of the Merger Materials and the Proxy Statement shall notCanadian Prospectus and the resolution of any comments received from the SEC and the AMF, at (i) as applicable. For purposes of this Agreement, the time term “Merger Materials” means the Registration Statement is declared effectiveStatement, (ii) including the time prospectus forming a part thereof, the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (iv) the time of the Company Stockholders’ Meeting, and (v) the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent, or any of their respective Subsidiaries, or their respective officers or directors, is discovered by such party which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, such party shall promptly inform the other party. All documents that either the Company or Parent 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 of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunderany amendments thereto.

Registration Statement; Proxy Statement. (a) As promptly soon as practicable after the execution date of this Agreement, Parent and the Company shall will prepare a joint proxy statement for use in connection with each of the Company Stockholders Meeting and the Parent Stockholders Meeting (such proxy statement, as amended or supplemented from time to time, the “Joint Proxy Statement”). Parent will prepare and file with the SEC a joint proxy statement relating as soon as practicable after the date of this Agreement (and in any event within 10 days after (A) the pro forma financial information that is required to be included in the Registration Statement is approved by Parent’s and the Company’s respective auditors for inclusion in the Registration Statement, and (B) Parent receives all information to be provided by the Company Stockholders’ Meeting and for inclusion in the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Joint Proxy Statement”) and Parent shall prepare and file with the SEC ), a registration statement on Form S-4 relating to the shares of Parent Stock to be issued as a result of the Merger (together with all amendments theretosuch registration statement, as amended or supplemented from time to time, the “Registration Statement”; ). The Registration Statement will include the prospectus contained Joint Proxy Statement. Parent and the Company will cooperate to provide all information which is required to be included in the Registration Statement together or the Joint Proxy Statement in a timely manner so the Registration Statement can be filed with the SEC as soon as practicable after the date of this Agreement (and in any event within 10 days after the pro forma financial information that is required to be included in the Registration Statement is approved by Parent’s and the Company’s respective auditors for inclusion in the Registration Statement). Parent will cause the portions of the Registration Statement other than the Joint Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be included, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in the Merger. Each of and Parent and the Company will cause the Joint Proxy Statement, to comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and forms under them. Parent will use its reasonable best efforts, and the Company will cooperate with Parent, to cause the Registration Statement to be declared effective as promptly as practicable after it is filed (including without limitation, promptly responding to any comments from the SEC staff with respect to the Registration Statement) and to keep it effective as long as is necessary to consummate the Merger. Parent shall use reasonable best efforts to cause obtain any necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. The parties will notify each other promptly of the receipt of any comments from the staff of the SEC and of any requests by the staff of the SEC for amendments or supplements to the Joint Proxy Statement or the Registration Statement to become effective as or for additional information and each party will promptly as practicablesupply the other party with copies of (i) all correspondence between it or any of its Representatives, andon the one hand, prior and the SEC or the staff of the SEC, on the other hand, with respect to the effective date Joint Proxy Statement, the Registration Statement or the transactions contemplated by this Agreement and (ii) all orders of the SEC relating to the Registration Statement, Parent shall take all ; provided that no response to any oral or any action reasonably required under any applicable federal or state securities Laws in connection written request by the staff of the SEC with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of respect to the Registration Statement and Proxy Statement. As promptly as reasonably practicable after or the Registration Statement shall have become effective and the Joint Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall will be made by Parent or the Company, as applicable, without providing the other party a reasonable opportunity to review and no comment thereon (and good faith consideration by Parent or the Company, as applicable, of all such comments). (b) No filing of, or amendment or supplement to, the Registration Statement shall or Joint Proxy Statement will be made by Parent, in each caseand no filing of, or amendment or supplement to the Joint Proxy Statement will be made by the Company or Parent, without the prior written consent of providing the other partyparty a reasonable opportunity to review and comment thereon (and good faith consideration by Parent or the Company, as applicable, of all such consent not to be unreasonably withheld. Parent and comments); provided, however, that the Company each shall advise may amend or supplement the other, promptly Joint Proxy Statement without the review or comment of Parent in the event of a Company Adverse Recommendation Change and Parent may amend or supplement the Joint Proxy Statement without review or comment by the Company in the event of a Parent Adverse Recommendation Change. If at any time after it receives notice thereof, of the time when the Registration Statement has become becomes effective and prior to the Closing, an event occurs with respect to Parent and its subsidiaries or any supplement with respect to the Company and its subsidiaries that Parent or amendment has been filed, of the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable Company reasonably determines is required to be described in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon the Joint Proxy Statement, so that either such document would include in all material respects all the information required to be included in it and responses thereto or requests by the SEC for additional information. (b) The information supplied by the Company and Parent for inclusion or incorporation by reference in the Registration Statement and the Proxy Statement shall not, would at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (iv) the time of the Company Stockholders’ Meeting, and (v) the time of the Parent Stockholders’ Meeting, contain Stockholders Meetings 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 light of the circumstances in under which they were made, not misleading. If at any time prior , the party that determines such information is required will promptly notify the other party and an appropriate amendment or supplement containing such information will be promptly filed with the SEC and, to the Effective Time any event extent required by law or circumstance relating requested by the staff of the SEC, Parent and the Company will each distribute the amendment or supplement to the Company or Parent, or any Joint Proxy Statement to the holders of their respective Subsidiaries, or their respective officers or directors, is discovered by such party which should be its common stock as promptly as practicable. Except as set forth in an this Section 4.5(b), neither Parent nor the Company will make any amendment or a supplement to the Registration Statement or to the Joint Proxy Statement, such party shall promptly inform Statement without the approval of the other party. All documents of them, which approval will not be withheld or delayed unless the party withholding the approval reasonably determines that either the amendment or supplement would be inaccurate or misleading in a material respect or would violate this Agreement. (c) Parent will notify the Company promptly after it receives notice that the Registration Statement has become effective or Parent that a stop order has been issued with regard to the Registration Statement. (d) The Company will not take any action, other than terminating this Agreement if it is responsible for filing with entitled to do so under Article 6, which prevents the SEC in connection with the transactions contemplated hereby will comply as to form and substance in all material respects with the applicable requirements holders of the Securities Act Company Common Stock from voting on a proposal to adopt this Agreement and approve the rules Merger. Notwithstanding the foregoing or anything else to the contrary set forth in this Agreement, the Company Board may effect a Company Adverse Recommendation Change pursuant to Section 4.8; provided that such Company Adverse Recommendation Change will not be a basis for the Company to cancel the Company Stockholders Meeting or otherwise attempt to prevent the holders of the Company Common Stock from having an opportunity to vote on a proposal to adopt this Agreement and regulations thereunder and approve the Exchange Act and Merger, unless such Company Adverse Recommendation Change results in termination of this Agreement under Article 6. (e) Parent will not take any action, other than terminating this Agreement if it is entitled to do so under Article 6, which prevents the rules and regulations thereunderholders of the Parent Stock from voting on the Parent Stockholder Matters. Without limiting what is said in the preceding sentence, a Parent Adverse Recommendation Change will not be a basis for Parent to cancel the Parent Stockholders Meeting or otherwise attempt to prevent the holders of Parent Stock from having an opportunity to vote on the Parent Stockholder Matters.

Registration Statement; Proxy Statement. (a) As promptly The parties shall, in accordance with an allocation of work as practicable after the execution of this Agreement, determined by Parent and the Company shall Company, jointly prepare and file with the SEC as promptly as practicable (but in no event more than 30 days after the date hereof) a joint registration statement on Form S-4 or other applicable form (the “Registration Statement”) to be filed by Parent with the SEC in connection with the issuance of Parent Common Stock in the Merger as soon as reasonably possible (including the proxy statement relating to and prospectus and other proxy solicitation materials of the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting constituting a part thereof (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with all related documents). The parties agree to cooperate in the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in preparation of the Registration Statement together with and the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be included, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in the Merger. Each of Parent Parent, Merger Sub and the Company shall agrees to use all reasonable best efforts to cause the Registration Statement to become be declared effective under the Securities Act as promptly as practicablereasonably practicable after filing thereof, and, prior and the Company shall thereafter mail or deliver the Proxy Statement to the effective date of the Registration Statement, its shareholders. Parent shall take also agrees to use all or any action reasonably required under any applicable federal or reasonable best efforts to obtain all necessary state securities Laws in connection with law or “Blue Sky” permits and approvals required to carry out the issuance of shares of Parent Common Stock in the Mergertransactions contemplated by this Agreement. Each of Parent and the Company shall agrees to furnish all information concerning it it, its Subsidiaries, officers, directors and the holders of its capital stock shareholders as the other may be reasonably request requested in connection with such actions the foregoing. (b) Each of Parent and the preparation Company agrees (i) as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (A) the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (B) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders Meeting contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading and (ii) that the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective comply with all applicable laws as they relate to Parent, Merger Sub and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light Company. Each of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each further agrees that, if it shall become aware prior to the Effective Date of any information furnished by it that would cause any of the statements in the Proxy Statement or the Registration Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take the necessary steps to correct the Proxy Statement or the Registration Statement. (c) Parent agrees to advise the otherCompany, promptly after it Parent 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, order or the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. (b) The information supplied by the Company and Parent for inclusion or incorporation by reference in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (iv) the time of the Company Stockholders’ Meeting, and (v) the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent, or any of their respective Subsidiaries, or their respective officers or directors, is discovered by such party which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, such party shall promptly inform the other party. All documents that either the Company or Parent 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 of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Parent Palatin and the Company MBI shall prepare and file with the SEC Commission preliminary proxy materials which shall constitute the preliminary Proxy Statement and a joint proxy statement relating preliminary prospectus with respect to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be included, in connection with the registration under the Securities Act of the shares of Parent Palatin Common Stock to be issued in connection with the Merger on a confidential basis. As promptly as practicable after comments are received from the Commission with respect to such preliminary proxy materials and after the stockholders furnishing by MBI and Palatin of all information required to be contained therein, Palatin and MBI shall file with the Company in Commission the Merger. Each of Parent definitive Proxy Statement and the Company Registration Statement and MBI and Palatin shall use their commercially reasonable best efforts to cause the Registration Statement to become effective as promptly soon thereafter as practicable, and, prior to . On the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent approval of the other party, such consent which shall not to be unreasonably withheld, either party hereto shall, prior to the mailing of the definitive Proxy Statement, make such changes to the Proxy Statement as such party in its discretion deems necessary or advisable to ensure that such party's representations in Section 4.8 or Section 5.8, as the case may be, are true in all material respects as of the mailing of the definitive Proxy Statement, and each of the parties hereto shall, following the mailing of the definitive Proxy Statement and prior to the date of the MBI Meeting or the Palatin Meeting, as the case may be, provide such amended or additional proxy solicitation material to its stockholders as such party in its discretion deems necessary or advisable to ensure that such party's representations in Section 4.8 or Section 5.8, as the case may be, are true in all material respects as of the date of the MBI Meeting or the Palatin Meeting, as the case may be. Parent and the Company each shall Palatin will advise the otherMBI, 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, the suspension of the qualification of the Parent Palatin Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or 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 informationinformation and Palatin and MBI shall use commercially reasonable efforts to promptly resolve any such stop order, suspension or qualification. (b) The information supplied by Palatin shall make all necessary filings applicable to it with respect to the Company and Parent for inclusion or incorporation by reference in the Registration Statement Merger and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (iv) the time of the Company Stockholders’ Meeting, and (v) the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent, or any of their respective Subsidiaries, or their respective officers or directors, is discovered by such party which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, such party shall promptly inform the other party. All documents that either the Company or Parent 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 of Palatin Share Proposal under the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunderthereunder and under applicable blue sky or similar securities laws and shall use its commercially reasonable efforts to obtain required approvals and clearances with respect thereto. MBI shall have the opportunity to review and approve all such filings, which approval shall not be unreasonably withheld.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution date of this Agreement, Parent and the Company Parties shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements theretoprepare, the “Proxy Statement”) and Parent shall prepare and file cause to be filed with the SEC a registration statement on Form S-4 (together with all amendments theretoSEC, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall will be included, in connection with the registration under the Securities Act of the shares of included as a prospectus. Parent Common Stock to be issued to the stockholders of the Company in the Merger. Each of Parent covenants and the Company shall use reasonable best efforts to cause agrees that the Registration Statement to become effective as promptly as practicablewill not, and, prior to the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it receives notice thereof, of at the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of that the Proxy Statement or the Registration Statement any amendments or comments thereon and responses supplements thereto or requests by is filed with the SEC for additional information. (b) The information supplied by the Company and Parent for inclusion or incorporation by reference in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Parent’s stockholders of the Company, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (iv) the time of the Company Stockholders’ Meeting, and (v) the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. If at The Company covenants and agrees that the information provided by the Company to Parent for inclusion in the Registration Statement (including the Company Audited Financial Statements) will not contain any time 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, Parent makes no covenant, representation or warranty with respect to statements made in the Registration Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by the Company or any of its Representatives specifically for inclusion therein and the Company makes no covenant, representation or warranty with respect to statements made in the Registration Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Registration Statement, including all amendments and supplements thereto, prior to the Effective Time filing thereof with the SEC, and on the response to any comments of the SEC on the Registration Statement, prior to the filing thereof with the SEC. Parent shall use commercially reasonable efforts to cause the Registration Statement and the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or circumstance relating information that, pursuant to the Company Securities Act or Parentthe Exchange Act, or any of their respective Subsidiaries, or their respective officers or directors, is discovered by such party which should be set forth disclosed in an amendment or a supplement to the Registration Statement or Proxy Statement, as the case may be, then such party Party, as the case may be, shall promptly inform the other party. All documents that either the Company Parties thereof and shall cooperate with such other Parties in filing such amendment or Parent is responsible for filing supplement with the SEC and, if appropriate, in connection mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Registration Statement will be made by Parent, and no filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company (which comments shall not be unreasonably withheld, conditioned or delayed). The Company and Parent shall each use commercially reasonable efforts to cause the Registration Statement and the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the transactions contemplated hereby will comply other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Registration Statement or reasonably requested by the other Party to be included in the Registration Statement. (c) Following the final determination of the Company Net Cash and Company Indebtedness in accordance with Section 1.6 (either as to a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K) as early as practicable prior to the Parent Stockholder Meeting (and in all material respects with no event shall this delay or cause the postponement of such meeting under any applicable Law). (d) Prior to filing of the Registration Statement, the Parties shall use their respective reasonable best efforts to execute and deliver to Akerman LLP (“Akerman”) and to ▇▇▇▇▇▇▇ Coie LLP (“▇▇▇▇▇▇▇ Coie”) the applicable “Tax Representation Letters” referenced in Section 5.11(c). Following the delivery of the Tax Representation Letters pursuant to the preceding sentence, Parent and the Company shall use their respective reasonable best efforts to cause Akerman to deliver to Parent, and to cause ▇▇▇▇▇▇▇ ▇▇▇▇ to deliver to the Company, a Tax opinion satisfying the requirements of Item 601 of Regulation S-K promulgated under the Securities Act Act. In rendering such opinions, Akerman and ▇▇▇▇▇▇▇ ▇▇▇▇ shall be entitled to rely on the rules Tax Representation Letters referred to in this Section 5.1(d) and regulations thereunder and the Exchange Act and the rules and regulations thereunderSection 5.11(c).

Registration Statement; Proxy Statement. (a) As promptly as reasonably practicable after the execution date of this Agreement, Parent (i) SDI shall commence a broker search under Section 14a-13 under the Exchange Act related to setting a record date for the SDI Stockholders’ Meeting and (ii) TPB and SDI shall cooperate in good faith in the Company preparation of, and shall prepare and file with jointly prepare, (1) the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting SDI Stockholder Approval (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with (2) the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement will be included as a prospectus. Each of TPB and SDI shall cause the Proxy Statement and the Registration Statement to comply as to form in all material respects with the Exchange Act, the Securities Act, and any other applicable Law. TPB shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. Each of TPB and SDI shall furnish, and shall require its Representatives to furnish, all information concerning itself and its Affiliates to the other party, and provide such other assistance, as may be included, reasonably requested by the other party in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in the Merger. Each of Parent and the Company shall use reasonable best efforts to cause the Registration Statement to become effective as promptly as practicablepreparation, and, prior to the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Companyfiling, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment distribution of the Proxy Statement or and the Registration Statement Statement. SDI covenants and agrees that the information provided by SDI or comments thereon and responses thereto or requests by the SEC for additional information. (b) The information supplied by the Company and Parent its Subsidiaries to TPB for inclusion or incorporation by reference in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement theretoincluding SDI Financials) is first mailed to the stockholders of the Company, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (iv) the time of the Company Stockholders’ Meeting, and (v) the time of the Parent Stockholders’ Meeting, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, such information not misleading. TPB makes no covenant, representation, or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting, and form of proxy included therewith), if any, based on information provided by SDI or its Subsidiaries or any of their Representatives specifically for inclusion therein. SDI makes no covenant, representation, or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting, and form of proxy included therewith), if any, other than with respect to the information provided by SDI or its Subsidiaries or any of their Representatives for inclusion therein. SDI and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing thereof with the SEC. Each of the Parties shall use commercially reasonable efforts to cause the Registration Statement and the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff, and to have the Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. SDI shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to the SDI Stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. (b) Prior to the Effective Time, SDI will also take all commercially reasonable actions (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the applicable securities laws of each State in the United States in which any registered holder of SDI Common Stock has an address of record on the applicable record date for determining the holders of SDI Common Stock entitled to notice and to vote with respect to the SDI Stockholder Approval. (c) SDI will use commercially reasonable efforts to cause to be delivered to TPB a consent letter of SDI’s independent accounting firm (reasonably satisfactory in form and substance to TPB), that is customary in scope and substance for consent letters delivered by independent public accountants in connection with registration statements similar to the Registration Statement, before each of the date on which the Registration Statement is (i) initially filed and (ii) becomes effective (but, in each case, dated no more than two Business Days prior to such date). (d) SDI agrees that: (i) the SDI Board shall unanimously declare the Merger advisable and recommend that the SDI Stockholders vote to approve SDI Stockholder Matters (the recommendation of the SDI Board that the SDI Stockholders vote to adopt and approve this Agreement being referred to as the “SDI Board Recommendation”); and (ii) except in accordance with Section 5.2 hereof, the SDI Board Recommendation shall not be withdrawn or modified (and the SDI Board shall not publicly propose to withdraw or modify the SDI Board Recommendation) in a manner adverse to TPB, and no resolution by the SDI Board or any committee thereof to withdraw or modify the SDI Board Recommendation in a manner adverse to TPB or to adopt, approve, or recommend (or publicly propose to adopt, approve or recommend) any SDI Acquisition Proposal shall be adopted or proposed. (e) TPB agrees that the TPB Board will cause the shares of capital stock of Merger Sub to be voted in favor of the Merger. (f) As soon as reasonably practicable after the date hereof, in consultation with TPB, SDI shall duly set a record date, which shall be no later than ten (10) days after the Registration Statement is declared effective (the “SDI Record Date”) (and SDI shall use reasonable best efforts to cause the SDI Record Date to be the same date as the TPB Record Date), for the SDI Stockholders’ Meeting for the purpose of considering and voting on approval of (i) a proposal to adopt this Agreement, (ii) a non-binding advisory proposal on compensation payable to executive officers of SDI in connection with the Contemplated Transactions, and (iii) a proposal to adjourn the SDI Stockholders’ Meeting from time to time, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the SDI Stockholders’ Meeting to approve the matter contemplated by clause (i) of this Section 5.1(f) (the matters contemplated by this Section 5.1(f) are referred to as the “SDI Stockholder Matters,” and such meeting, the “SDI Stockholders’ Meeting”). The SDI Stockholders’ Meeting shall be held as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Notwithstanding anything to the contrary contained in this Agreement, SDI may adjourn or postpone the SDI Stockholders’ Meeting: (i) to the extent necessary to ensure that any supplement or amendment to the Proxy Statement that is required by applicable Law (or in connection with the settlement of any applicable litigation) is timely provided to SDI’s stockholders; (ii) if as of the time for which the SDI Stockholders’ Meeting is originally scheduled there are insufficient shares of SDI Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the SDI Stockholders’ Meeting; or (iii) if additional time is reasonably required to solicit proxies in favor of the approval of the SDI Stockholder Matters. (g) If the SDI Board has not made a SDI Change of Recommendation as permitted by Section 5.2 hereof, SDI shall use reasonable best efforts to (i) solicit from the stockholders of SDI entitled to vote on the SDI Stockholder Matters proxies in favor of the approval of such matters and (ii) take all other actions necessary or advisable to obtain such approvals. (h) If, at any time prior to the Effective Time Time, TPB or SDI discovers any event or circumstance information relating to the Company TPB or Parent, SDI or any of their respective Subsidiaries, or their respective officers or directors, is discovered by such party which Affiliates that should be set forth disclosed in an amendment or a supplement to the Registration Statement or the Proxy StatementStatement so that either such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, the Party that discovers such party information shall promptly inform notify the other party. All documents that either the Company Party and TPB and SDI shall promptly and jointly prepare an appropriate amendment or Parent is responsible for filing supplement describing such information and file such amendment or supplement with the SEC in connection with and, to the transactions contemplated hereby will comply as extent required by applicable Law, disseminate it to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunderSDI Stockholders.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, (i) Parent and the Company shall cooperate and prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “"Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be included, ") in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders shareholders of the Company in the Merger. Each , a portion of Parent and which Registration Statement shall also serve as the proxy statement (together with any amendments thereof or supplements thereto, the "Proxy Statement") relating to the Company shall use reasonable best efforts to Shareholders' Meeting. The respective parties will cause the Proxy Statement and the Registration Statement to become effective comply as promptly as practicable, and, prior to form in all material respects with the effective date applicable provisions of the Registration StatementSecurities Act, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent Exchange Act and the rules and regulations thereunder. The Company shall furnish all information concerning it and the holders of its capital stock Company as the other Parent may reasonably request in connection with such actions and the preparation of the Registration Statement and the Proxy Statement. Parent shall use all reasonable efforts, and the Company will cooperate with Parent, to cause the Registration Statement to become effective as promptly as practicable and to keep the Registration Statement effective as long as is necessary to consummate the Merger. Prior to the effective date of the Registration Statement, Parent shall take all action required under any applicable federal or state securities laws in connection with the issuance of shares of Parent Common Stock pursuant to the Merger. Parent shall, as promptly as practicable, provide copies of any written comments received from the SEC with respect to the Registration Statement to the Company and advise the Company of any verbal comments with respect to the Registration Statement received from the SEC. As promptly as reasonably practicable after the Registration Statement shall have become effective and effective, the Company shall mail the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. its shareholders. (b) No filing of, or amendment or supplement to, to the Proxy Statement shall or the Registration Statement will be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, Company without the prior written consent approval of the other party, such consent not to be unreasonably withheld. Parent and the Company each shall will advise the otherCompany, 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 Parent Common Stock issuable in connection with the Merger 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. (bc) The information supplied by Notwithstanding anything to the Company and contrary in this Agreement, (i) Parent for inclusion or incorporation by reference in the Registration Statement and shall have no obligation to mail the Proxy Statement to the Company's stockholders unless and until Parent shall not, at (ihave received the "comfort letter" referred to in Section 6.15(a) the time the Registration Statement is declared effective, and (ii) the time Company shall have no obligation to mail the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the its stockholders of the Company, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (iv) the time of unless and until the Company Stockholders’ Meeting, and (v) shall have received the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit "comfort letter" referred to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent, or any of their respective Subsidiaries, or their respective officers or directors, is discovered by such party which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, such party shall promptly inform the other party. All documents that either the Company or Parent 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 of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunderSection 6.15(b).

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution Each of this Agreement, Parent and the Company shall cooperate and promptly prepare and Parent shall file with the SEC as soon as practicable a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement Registration Statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be included, in connection with the registration under the Securities Act of (the shares of "Registration Statement"), with respect to the Parent Common Stock to be issued to the stockholders of the Company Shares issuable in the Merger. A portion of the Registration Statement shall also serve as the proxy statement (the "Proxy Statement/Prospectus") with respect to the Shareholders' Meeting. The respective parties will cause the Proxy Statement/Prospectus and the Registration Statement to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Each of Parent and the Company shall use its reasonable best efforts to cause have the Registration Statement to become declared effective by the SEC as promptly as practicable, and. Each of Parent and the Company shall use its reasonable best efforts to obtain, prior to the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or necessary state securities Laws in connection with law or "Blue Sky" permits or approvals required to carry out the issuance of shares of transactions contemplated by this Agreement. Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or will advise the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each 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, the suspension of the qualification of the Parent Common Stock Shares issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Registration Statement or comments thereon and responses thereto or requests by the Registration Statement SEC for additional information. The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information. (b) The information supplied by the Company and Parent for inclusion or incorporation by reference in the Registration Statement and will use its reasonable best efforts to cause the Proxy Statement shall not, at (i) the time Statement/Prospectus to be mailed to its shareholders as promptly as practicable after the Registration Statement is declared effective, effective by the SEC. (iic) Each of Parent and the time Company agrees that the information provided by it for inclusion in the Proxy Statement (or any Statement/Prospectus and each amendment thereof or supplement thereto) is first mailed to , at the stockholders time of mailing thereof and at the time of the respective meetings of shareholders of Parent and of the Company, (iii) or, in the time case of information provided by it for inclusion in the Proxy Registration Statement (or any amendment thereof or supplement thereto) , at the time it is first mailed to stockholders of Parentfiled or becomes effective, (ivi) will comply as to form in all material respects with the time requirements of the Company Stockholders’ Meeting, Securities Act and the Exchange Act and the rules and regulations of the SEC thereunder and (vii) the time of the Parent Stockholders’ Meeting, contain any will not include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in 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 Parent, or any of their respective Subsidiaries, or their respective officers or directors, is discovered by such party which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, such party shall promptly inform the other party. All documents that either the Company or Parent 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 of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution date of this Agreement, Parent and the Company Parties shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements theretoprepare, the “Proxy Statement”) and Parent shall prepare and file cause to be filed with the SEC a registration statement on Form S-4 (together with all amendments theretoSEC, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall will be includedincluded as a prospectus. Parent covenants and agrees that the Proxy Statement, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in the Merger. Each of Parent including any pro forma financial statements included therein (and the Company shall use reasonable best efforts letter to cause the Registration Statement to become effective as promptly as practicablestockholders, and, prior to the effective date notice of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance meeting and form of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent proxy included therewith) will not to be unreasonably withheld. Parent and the Company each 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or 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. (b) The information supplied by the Company and Parent for inclusion or incorporation by reference in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (iv) the time of the Company Stockholders’ Meeting, and (v) the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. If at any time prior Parent further covenants to use reasonable best efforts to keep the Registration Statement effective for so long as necessary to complete the Merger. Prior to the Effective Time any event or circumstance relating Registration Statement being declared effective, (1) Parent shall use its reasonable best efforts to execute and deliver to ▇▇▇▇▇▇ LLP (“Cooley”) and to Dechert LLP (“Dechert”) the applicable “Tax Representation Letter” referenced in Section 5.12(c); and (2) the Company shall use its reasonable best efforts to execute and deliver to Cooley and to Dechert the applicable “Tax Representation Letter” referenced in Section 5.12(c). Following the delivery of the Tax Representation Letters pursuant to the preceding sentence, (x) Parent shall use its commercially reasonable efforts to cause Dechert to deliver to it a tax opinion satisfying the requirements of Item 601 of Regulation S-K under the Securities Act; and (y) the Company shall use its commercially reasonable efforts to cause Cooley to deliver to it a tax opinion satisfying the requirements of Item 601 of Regulation S-K under the Securities Act. In rendering such opinions, each of such counsel shall be entitled to rely on the Tax Representation Letters referred to in this Section 5.1(a). The Company covenants and agrees that the information provided by the Company or Parentits Subsidiaries to Parent for inclusion in the Proxy Statement (including the Company Financials) 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, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by the Company or its Subsidiaries or any of their respective SubsidiariesRepresentatives specifically for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing thereof with the SEC. Parent shall use commercially reasonable efforts to cause the Registration Statement and the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or their respective officers its staff and to have the Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Each of the Parties shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or directorsreasonably requested in connection with any action contemplated by this Section 5.1. If Parent, is discovered by such party which Merger Sub or the Company become aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be set forth disclosed in an amendment or a supplement to the Registration Statement or Proxy Statement, as the case may be, then such party Party, as the case may be, shall promptly inform the other party. All documents that either Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Parent stockholders. (b) The Company shall reasonably cooperate with Parent and provide, and require its Representatives to provide, Parent and its Representatives, with all true, correct and complete information regarding the Company or its Subsidiaries that is required by Law to be included in the Registration Statement or reasonably requested by Parent to be included in the Registration Statement. Without limiting the foregoing, the Company will use commercially reasonable efforts to cause to be delivered to Parent a consent letter of the Company’s independent accounting firm, dated no more than two Business Days before the date on which the Registration Statement becomes effective (and reasonably satisfactory in form and substance to Parent), that is responsible customary in scope and substance for filing with the SEC consent letters delivered by independent public accountants in connection with registration statements similar to the transactions contemplated hereby will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunderRegistration Statement.

Registration Statement; Proxy Statement. (a) As promptly as practicable after Neither the execution Schedule 14D-9 nor any of this Agreement, Parent and the information supplied or to be supplied by the Company shall prepare and file in writing for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Registration Statement on Form S-4 to be filed with the SEC a joint proxy statement relating to by Parent in connection with the Company Stockholders’ Meeting and issuance of Parent Common Stock in the Parent Stockholders’ Meeting Merger (together with any amendments thereof or supplements thereto, the “Proxy Statement”"REGISTRATION STATEMENT") and Parent shall prepare and file with or (iii) the SEC a registration proxy and/or information statement on Form S-4 (together with all amendments thereto, relating to the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be included, in connection with the registration under the Securities Act meeting of the shares of Parent Common Stock Company's stockholders (the "COMPANY STOCKHOLDERS' MEETING") to be issued to the stockholders of the Company in the Merger. Each of Parent and the Company shall use 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, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each 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, the suspension of the qualification of the Parent Common Stock issuable held in connection with the Merger for offering (the "PROXY STATEMENT" and, together with the Registration Statement, the "PROXY STATEMENT/PROSPECTUS") will, at the respective times filed with the SEC or sale other regulatory agency and, in any jurisdictionaddition, (A) in the case of the Offer Documents, at the date they or any request by amendments or supplements thereto are mailed to Stockholders, (B) in the SEC for amendment case of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. (b) The information supplied by the Company and Parent for inclusion or incorporation by reference in the Registration Statement and the Proxy Statement shall notStatement/Prospectus, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (date it or any amendment thereof amendments or supplement thereto) is first supplements thereto are mailed to the stockholders of the Companystockholders, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (iv) at the time of the Company Stockholders’ Meeting, ' Meeting and at the Effective Time and (vC) in the time case of the Parent Stockholders’ MeetingRegistration Statement, when it becomes effective under the Securities Act 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 light of the circumstances in under which they were are made, not misleading. The Proxy Statement and Schedule 14D-9 will comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent, or any of their its respective Subsidiariesaffiliates, or their respective officers or directors, is directors should be discovered by such party the Company which should be set forth in an amendment or a supplement to the Registration Statement Statement, Offer Documents or the Proxy Statement/Prospectus, such party the Company shall promptly inform Parent and Merger Sub. Notwithstanding the other party. All documents that either foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is responsible for filing with the SEC contained in connection with the transactions contemplated hereby will comply as to form and substance in all material respects with the applicable requirements any of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunderforegoing documents.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution date of this Agreement, Parent and the Company Parties shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements theretoprepare, the “Proxy Statement”) and Parent shall prepare and file cause to be filed with the SEC a registration statement on Form S-4 (together with all amendments theretoSEC, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall will be includedincluded as a prospectus. Parent represents, in connection with covenants and agrees that the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in the Merger. Each of Parent Proxy Statement, including any pro forma financial statements included therein (and the Company shall use reasonable best efforts letter to cause the Registration Statement to become effective as promptly as practicablestockholders, and, prior to the effective date notice of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance meeting and form of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent proxy included therewith) will not to be unreasonably withheld. Parent and the Company each 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or 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. (b) The information supplied by the Company and Parent for inclusion or incorporation by reference in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (iv) the time of the Company Stockholders’ Meeting, and (v) the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. If at any time prior to The Company represents, covenants and agrees that the Effective Time any event or circumstance relating to information provided by the Company or Parentits Subsidiaries to Parent for inclusion in the Proxy Statement (including the Company Financials) 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, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by the Company or its Subsidiaries or any of their respective SubsidiariesTable of Contents Representatives specifically for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC (at least five (5) days prior to the filing thereof), and on the response to any comments of the SEC on the Proxy Statement, prior to the filing thereof with the SEC. Parent shall use commercially reasonable efforts to cause the Registration Statement and the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or their respective officers its staff and to have the Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Each of the Parties shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or directorsreasonably requested in connection with any action contemplated by this Section 5.1. If Parent, is discovered by such party which Merger Sub or the Company become aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be set forth disclosed in an amendment or a supplement to the Registration Statement or Proxy Statement, as the case may be, then such party Party, as the case may be, shall promptly inform the other party. All documents that either Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Parent stockholders. (b) The Company shall reasonably cooperate with Parent and provide, and require its Representatives to provide, Parent and its Representatives, with all true, correct and complete information regarding the Company or its Subsidiaries that is required by Law to be included in the Registration Statement or reasonably requested by Parent to be included in the Registration Statement. Without limiting the foregoing, the Company will use commercially reasonable efforts to cause to be delivered to Parent a consent letter of the Company’s independent accounting firm, dated no more than two Business Days before the date on which the Registration Statement becomes effective (and reasonably satisfactory in form and substance to Parent), that is responsible customary in scope and substance for filing with the SEC consent letters delivered by independent public accountants in connection with registration statements similar to the transactions contemplated hereby will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunderRegistration Statement.

Registration Statement; Proxy Statement. (a) As promptly as reasonably practicable after the execution of this Agreement, Parent and the Company shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) ), and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be included, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in the Mergeras Merger Consideration. Each of Parent and the Company shall use reasonable best efforts Commercially Reasonable Efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent the Company or the CompanyParent, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld; provided, however, that the foregoing shall not apply to Company SEC Filings or Parent SEC Filings deemed to supplement the Proxy Statement or Registration Statement through their incorporation by reference therein. Parent and the Company each 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or 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. (b) The information supplied by Each of the Company and Parent will cause all of the information supplied by it for inclusion or incorporation by reference in the Registration Statement and the Proxy Statement shall notnot to, at (i) the time the Registration Statement is declared effectiveeffective by the SEC, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (iv) the time of the Company Stockholders’ Meeting, Meeting and (v) the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, therein not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent, or any of their respective Subsidiaries, or their respective officers or directors, is discovered by such party which should be (but is not) set forth in an amendment or a supplement to to, or otherwise included in, the Registration Statement or Proxy Statement, such party shall promptly inform the other party. All documents that either Each of the Company or and Parent will cause all documents for which it is responsible for filing with the SEC in connection with the transactions contemplated hereby will herein to comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and and/or the Exchange Act and the rules and regulations thereunderAct, as applicable.

Registration Statement; Proxy Statement. (a) Section 5.4.1 As promptly as practicable after the execution of this Agreement, Parent and in any event within thirty (30) calendar days of the date of this Agreement, the Company shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), ) in which the Proxy Statement shall be includedincluded as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in pursuant to the Merger. In addition, each of the Company and Parent shall prepare and file with the SEC any Other Filings as and when required or requested by the SEC. Each of Parent and the Company shall and Parent will use all reasonable best efforts to respond to any comments made by the SEC with respect to the Proxy Statement, the Registration Statement and any Other Filings, and to cause the Registration Statement to become effective as promptly as practicable, and, prior . Prior to the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company and Parent shall furnish all information concerning it and the holders of its capital stock as the other party may reasonably request in connection with such actions and the preparation of the Proxy Statement, the Registration Statement and Proxy Statementany Other Filings. As promptly as reasonably practicable after the Registration Statement shall have become effective and effective, the Company shall mail the Proxy Statement shall have been cleared by the SEC, to its stockholders. Unless the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate Board has effected a Company Change in Recommendation in accordance with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement toSection 5.7 hereof, the Proxy Statement shall be made include the recommendation of the Company Board that adoption of this Agreement by Parent or the Company’s stockholders is advisable and that the Company Board has determined that the Merger is fair to and in the best interests of the Company’s stockholders (the “Company Recommendation”). Section 5.4.2 Except in connection with any Company Change in Recommendation in accordance with Section 5.7 hereof and other than pursuant to Rule 425 of the Securities Act with respect to releases made in compliance with Section 5.10 of this Agreement, and no filing of, or amendment or supplement toto the Proxy Statement, the Registration Statement shall or any Other Filings, nor any response to any comments or inquiry from the SEC with respect to such filings, will be made by Parent, in each case, the Company or Parent without the prior written consent approval of the other party, such consent which approval shall not to be unreasonably withheld, conditioned or delayed. The Company and Parent and the Company each shall will advise the other, 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or Statement, the Registration Statement or any Other Filings or comments thereon and responses thereto or requests by the SEC for additional information. (b) The information supplied by Section 5.4.3 Parent shall promptly inform the Company and Parent for inclusion or incorporation by reference in the Registration Statement and the Proxy Statement shall notif, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (iv) the time of the Company Stockholders’ Meeting, and (v) the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. If at any time prior to the Effective Time Time, any event or circumstance relating to the Company Parent, any Parent Subsidiary or ParentMerger Sub, or any of their respective Subsidiaries, or their respective officers or directors, is should be discovered by such party Parent which should be set forth in an amendment or a supplement to the Proxy Statement, the Registration Statement or any Other Filing. The Company shall promptly inform Parent if, at any time prior to the Effective Time, any event or circumstance relating to the Company, or any of its officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the other party. All documents that either the Company Registration Statement or Parent 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 of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunderany Other Filing.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Parent subject to the terms of this Section 7.2, Acquiror (with the assistance and cooperation of the Company as reasonably requested by Acquiror) shall prepare and file with (subject to Acquiror’s receipt of the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”PCAOB Financial Statements) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be included, ) in connection with providing Acquiror’s shareholders with the opportunity to exercise their Redemption Rights and the registration under the Securities Act of the shares of Parent Domesticated Acquiror Common Stock, Merger Consideration Warrants and Assumed Options to be issued or issuable (i) in the Domestication and (ii) to the security holders of the Company pursuant to this Agreement, including the shares of Domesticated Acquiror Common Stock issuable upon exercise of the Merger Consideration Warrants and Assumed Options in accordance with their terms, which shall include a proxy statement in preliminary form (as amended or supplemented, the “Proxy Statement”) relating to the meeting of Acquiror’s shareholders (including any adjournment or postponement thereof, the “Acquiror Stockholders’ Meeting”) to be held to consider: (1) approval and adoption of this Agreement, the Mergers and the Transactions; (2) approval of the Domestication, including the Domestication Organizational Documents; (3) the issuance of the number of shares of Domesticated Acquiror Common Stock to be issued or issuable (i) in the Domestication, and (ii) to the stockholders shareholders of the Company pursuant to this Agreement, in each case if required under the Mergerrules and regulations of the Nasdaq Capital Market; (4) the adoption and approval of the Advisory Charter Proposals; (5) approval and adoption of the Omnibus Incentive Plan; (6) the election of the individuals set out on Section 2.5(c) of the Disclosure Schedules, and/or such other individuals as are mutually agreed by the parties, to the Acquiror Board; and (7) any other proposals the parties mutually deem necessary or desirable to consummate the Transactions (collectively, the “Acquiror Proposals”). Acquiror shall engage Cayman Islands counsel to review the Registration Statement and confirm the statements made therein as to the Domestication and matters as to Cayman Islands law. Each of Parent and the Company shall use 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, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company Acquiror shall furnish all information concerning it and the holders of its capital stock such party as the other party may reasonably request in connection with such actions and the preparation of the Merger Materials (as defined below). Acquiror and the Company each shall use their reasonable best efforts to (w) cause the Registration Statement and Proxy Statement. As , when filed with the SEC, to comply in all material respects with all legal requirements applicable thereto, (x) respond as promptly as reasonably practicable after to and resolve all comments received from the SEC concerning the Merger Materials, (y) cause the Registration Statement to be declared effective as promptly as practicable and (z) keep the Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Registration Statement, each of the Company and Acquiror shall have become effective take all actions necessary to cause the Merger Materials to be mailed to their respective shareholders as of the applicable record date as promptly as practicable (and in any event within three (3) Business Days) following the date upon which the Registration Statement becomes effective. Each of the Company and Acquiror shall otherwise reasonably assist and cooperate with the other party in the preparation of the Merger Materials and the Proxy Statement shall have been cleared by resolution of any comments received from the SEC. In furtherance of the foregoing, the Company (i) agrees to promptly provide Acquiror with all information concerning the business, management, operations and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light financial condition of the date set for Company and the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by ParentSubsidiaries, in each case, without reasonably requested by Acquiror for inclusion in the prior written consent Merger Materials and (ii) shall cause the officers and employees of the other party, such consent not to be unreasonably withheld. Parent Company and the Company each 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, the suspension of the qualification of the Parent Common Stock issuable Subsidiaries to be reasonably available to Acquiror and its counsel in connection with the drafting of the Merger for offering or sale Materials and to respond in any jurisdictiona timely manner to comments on the Merger Materials from the SEC. For purposes of this Agreement, or any request by the SEC for amendment of term “Merger Materials” means the Registration Statement, including the joint prospectus forming a part thereof, the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional informationany amendments thereto. (b) The information supplied by the Company and Parent for inclusion or incorporation by reference in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (iv) the time of the Company Stockholders’ Meeting, and (v) the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent, or any of their respective Subsidiaries, or their respective officers or directors, is discovered by such party which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, such party shall promptly inform the other party. All documents that either the Company or Parent 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 of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Registration Statement; Proxy Statement. (a) As promptly as reasonably practicable after the execution of this Agreementdate hereof, Parent the Company shall prepare and file with the SEC the Registration Statement and the Company shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be included, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in the Merger. Each of Parent and the The Company shall use reasonable best efforts take such actions as may be reasonably required to cause the Registration Statement to become be declared effective under the Securities Act as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent practicable after such filing. The Company shall also take all or any such action as may be reasonably required under any applicable federal or state securities Laws to cause the shares of Common Stock issuable in connection with each of the issuance of shares of Parent Common Stock in the MergerConversion, Rights Offering and Overallotment Option to be registered or to obtain an exemption from registration under applicable Blue Sky Laws. Each of Parent and the Company parties hereto shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request itself that is required or customary for inclusion in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after No representation, covenant or agreement contained in this Agreement is made by any party hereto with respect to information supplied by any other party hereto for inclusion in the Proxy Statement. The Registration Statement shall have become effective and the Proxy Statement shall have been cleared comply as to form in all material respects with the Securities Act, the Exchange Act and the rules and regulations thereunder, as applicable. The Company shall take such action as may be reasonably required to cause the shares of Common Stock to be issued in the Conversion, Rights Offering and Overallotment Option to be approved for listing on the NASDAQ or NASDAQ Small Cap Market, and any other stock exchanges agreed to by the SECparties, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light upon official notice of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meetingissuance. No filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement shall will be made by Parent or without the Companyapproval of all parties hereto, and no filing ofexcept, or after consultation with the parties, any such amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent that is required to prevent a violation of the other party, such consent not to be unreasonably withheldSecurities Act of the Exchange Act or the rules promulgated thereunder. Parent and the The Company each shall will advise the otherJ Net, promptly after it receives notice thereof, of the time when the Registration Statement has become been declared effective or any supplement or amendment has been filed, of the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger Conversion and Rights Offering for offering or sale in any jurisdiction, or 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. (b) The . If at any time prior to the Effective Time any information supplied by relating to J Net or the Company and Parent for inclusion Company, or incorporation by reference any of their respective affiliates, trustees, directors or officers, is discovered that should be set forth in an amendment or supplement to any of the Registration Statement and or the Proxy Statement shall notStatement, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or so that any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (iii) the time the Proxy Statement (or such documents would not include any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (iv) the time of the Company Stockholders’ Meeting, and (v) the time of the Parent Stockholders’ Meeting, contain any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they were made, not misleading. If at any time prior , the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the Effective Time any event or circumstance relating extent required by applicable law, disseminated to the Company or Parent, or any of their respective Subsidiaries, or their respective officers or directors, is discovered by such party which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, such party shall promptly inform the other party. All documents that either the Company or Parent 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 of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunderShareholders.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, (i) Parent and the Company shall prepare and file with the SEC Commission (with appropriate requests for confidential treatment) under the Exchange Act a joint proxy statement statement/prospectus and a form of proxy (such joint proxy statement/prospectus together with any amendments thereof or supplements thereto, in the form or forms delivered to the stockholders of the Company and the stockholders of Parent, the "Proxy Statement") relating to the meeting of the stockholders of the Company Stockholders’ Meeting and the vote of the stockholders of the Company with respect to the Merger and the meeting of the stockholders of Parent Stockholders’ Meeting and the vote of the stockholders of Parent with respect to the issuance of Parent Common Stock in connection with the Merger and (ii) following clearance by the Commission of the Proxy Statement, Parent shall prepare and file with the Commission under the Securities Act a registration statement on Form S-4 (such registration statement, together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “"Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”"), in which the Proxy Statement shall will be includedincluded as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued distributed to holders of shares of Company Common Stock and Company Preferred Stock pursuant to the stockholders of Merger. Parent and the Company will cause the Registration Statement and the Proxy Statement to comply in all material respects with the MergerSecurities Act and the Exchange Act. Each of Parent and the Company shall use all commercially reasonable best efforts to have or cause the Registration Statement to become effective (including clearing the Proxy Statement with the Commission) as promptly as practicablepracticable thereafter, and, prior to the effective date of the Registration Statement, Parent and shall take any and all or any action reasonably actions required under any applicable federal or state securities Laws or "Blue Sky" laws in connection with the issuance of shares of Parent Common Stock in pursuant to the Merger. Without limiting the generality of the foregoing, each of Parent and the Company agrees to use all commercially reasonable efforts, after consultation with the other such party, to respond promptly to any comments made by the Commission with respect to the Proxy Statement (including each preliminary version thereof) and the Registration Statement (including each amendment thereof and supplement thereto). Each of Parent and the Company shall, and shall cause its respective representatives to, fully cooperate with the other such party and its respective representatives in the preparation of the Proxy Statement and the Registration Statement, and shall, upon request, furnish the other such party with all information concerning it and the holders of its capital stock Affiliates, directors, officers and stockholders as the other may reasonably request in connection with such actions and the preparation of the Registration Proxy Statement and the Registration Statement. The Proxy StatementStatement shall include the determination and recommendation of the Board of Directors of the Company that the stockholders of the Company vote in favor of the approval and adoption of this Agreement and the Merger and the determination and recommendation of the Board of Directors of Parent that the stockholders of Parent vote in favor of the approval of the issuance of Parent Common Stock pursuant to this Agreement; provided, however, that the Board of Directors of the Company or Parent may withdraw, modify or change such respective recommendation if either such Board of Directors determines in good faith, based upon the advice of outside counsel, that making such recommendations, or the failure to so withdraw, modify or change its recommendation, or the failure to recommend any other offer or proposal, could reasonably be deemed to cause the members of such Board of Directors to breach their fiduciary duties under applicable law. As promptly as reasonably practicable after the Registration Statement shall have become effective effective, Parent and the Company shall cause the Proxy Statement shall have been cleared by to be mailed to their stockholders. (b) Without limiting the SECgenerality of the foregoing, (i) the Company and Parent shall mail each notify the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other as promptly as practicable upon becoming aware of any event or circumstance which should be described in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing an amendment of, or amendment or a supplement to, the Proxy Statement shall be made by Parent or the CompanyRegistration Statement, and no filing of(ii) the Company and Parent shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the Commission on, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering written or sale in any jurisdiction, or any oral request by the SEC Commission for amendment of amendments or supplements to, the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. (b) The information supplied by the Company and Parent for inclusion or incorporation by reference in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (iv) the time of the Company Stockholders’ MeetingStatement, and (v) the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent, or any of their respective Subsidiaries, or their respective officers or directors, is discovered by such party which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, such party shall promptly inform supply the other party. All documents that either the Company or Parent 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 of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.copies of

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution date of this Agreement, Parent and Parent, in cooperation with the Company Company, shall prepare and file with the SEC a joint registration statement on Form S-4 (the “Form S-4”), in which a proxy statement relating to the Company Stockholders’ Parent Stockholder Meeting and to be held in connection with the Parent Stockholders’ Meeting Merger (together with any amendments thereof or supplements thereto, the “Proxy Statement”) shall be included as a part (the Proxy Statement and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments theretoS-4, collectively, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be included, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in the Merger. Each of Parent and the Company shall use 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, Parent shall take all or (including any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment upon (I) conversion of the Proxy Statement Parent Convertible Preferred Stock or (II) exercise of any Assumed Warrant) to be issued by virtue of the Registration Statement or comments thereon and responses thereto or requests by Contemplated Transactions, other than any shares of Parent Capital Stock which are not permitted to be registered on Form S-4 pursuant to applicable Law. Parent shall use commercially reasonable efforts to (i) cause the SEC for additional information.4919-9031-6822v.8 ​ (b) The information supplied by the Company Parent covenants and Parent for inclusion or incorporation by reference in agrees that the Registration Statement (and the Proxy Statement shall notletter to stockholders, at notice of meeting and form of proxy included therewith) will (i) comply as to form in all material respects with the time requirements of applicable U.S. federal securities laws and the Registration Statement is declared effectiveDGCL and DLLCA, and (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (iv) the time of the Company Stockholders’ Meeting, and (v) the time of the Parent Stockholders’ Meeting, 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 made therein, in light of the circumstances in under which they were made, not misleading. The Company covenants and agrees that the information supplied by or on behalf of the Company to Parent for inclusion in the Registration Statement 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, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, neither Party makes any covenant, representation or warranty with respect to statements made in the Registration Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by the other Party or any of its Representatives regarding such other Party or its Affiliates for inclusion therein. (c) Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. If at any time prior to before the First Effective Time Time, (i) Parent, Merger Subs or the Company (A) become aware of any event or circumstance relating information that, pursuant to the Company Securities Act or Parentthe Exchange Act, or any of their respective Subsidiaries, or their respective officers or directors, is discovered by such party which should be set forth disclosed in an amendment or a supplement to the Registration Statement or Proxy Statement, (B) receives notice of any SEC request for an amendment or supplement to the Registration Statement or for additional information related thereto, or (C) receives SEC comments on the Registration Statement, or (ii) the information provided in the Registration Statement has become “stale” and new information should be disclosed in an amendment or supplement to the Registration Statement, as the case may be, then such party Party, as the case may be, shall promptly inform the other party. All documents that either the Company Parties thereof and shall cooperate with such other Parties in Parent filing such amendment or Parent is responsible for filing supplement with the SEC (and, if appropriate, in mailing such amendment or supplement to the Parent stockholders) or otherwise addressing such SEC request or comments and each Party and shall use their commercially reasonable efforts to cause any such amendment to become effective, if required. Parent shall promptly notify the Company if it becomes aware (1) that the Registration Statement has become effective, (2) of the issuance of any stop order or suspension of the qualification or registration of the Parent Capital 4919-9031-6822v.8 ​ Stock issuable in connection with the transactions contemplated hereby Contemplated Transactions (including any Parent Common Stock issuable upon (I) conversion of the Parent Convertible Preferred Stock and (II) exercise of any Assumed Warrant) for offering or sale in any jurisdiction, or (3) any order of the SEC related to the Registration Statement, and shall promptly provide to the Company copies of all written correspondence between it or any of its Representatives, on the one hand, and the SEC or staff of the SEC, on the other hand, with respect to the Registration Statement and all orders of the SEC relating to the Registration Statement. (d) The Company shall reasonably cooperate with Parent and provide, and cause its Representatives to provide, Parent and its Representatives, with all true, correct and complete information regarding the Company that is required by Law to be included in the Registration Statement or reasonably requested by Parent to be included in the Registration Statement (collectively, the “Company Required S-4 Information”). Without limiting the foregoing, the Company will comply as use commercially reasonable efforts to cause to be delivered to Parent a consent letter of the Company’s independent accounting firm, dated no later than the date on which the Registration Statement is filed with the SEC (and reasonably satisfactory in form and substance to Parent), that is customary in scope and substance for consent letters delivered by independent public accountants in connection with registration statements similar to the Registration Statement. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Registration Statement, including all material respects amendments and supplements thereto, prior to the filing thereof with the applicable SEC, and on the response to any comments of the SEC on the Registration Statement, prior to the filing thereof with the SEC. Parent may file the Registration Statement, or any amendment or supplement thereto, without the prior consent of the Company, provided that Parent has included the Company Required S-4 Information in the Registration Statement in substantially the same form as it was provided to Parent by the Company pursuant to this Section 6.1; provided, further, that if the prior consent of the Company is not obtained then, notwithstanding anything else herein, the Company makes no covenant or representation regarding the portion of such information supplied by or on behalf of the Company to Parent for inclusion in such Registration Statement that the Company reasonably identifies prior to such filing of the Registration Statement. (e) As promptly as reasonably practicable following February 14, 2025, the Company will use commercially reasonable efforts to furnish to Parent audited financial statements for the year ended December 31, 2024 (the “Company Financial Statements”) required to be included in the Proxy Statement. As promptly as reasonably practicable following any request therefore, the Company will use commercially reasonable efforts to furnish to Parent any unaudited interim financial statements for each interim period completed prior to Closing that would be required to be included in the Registration Statement or any periodic report due prior to the Closing if the Company were subject to the periodic reporting requirements of under the Securities Act and the rules and regulations thereunder and or the Exchange Act and the rules and regulations thereunderAct.

Registration Statement; Proxy Statement. (a) As promptly soon as practicable after the execution of this Agreement, and in any event within 30 days after the date of this Agreement, (i) Parent and the Company shall jointly prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Joint Proxy Statement”) in preliminary form, which shall, subject to Section 7.04 and Section 7.06, contain each of the Parent Board Recommendation and the Company Board Recommendation (unless a Parent Adverse Recommendation Change or a Company Adverse Recommendation Change, as applicable, has occurred in compliance with this Agreement), and (ii) Parent shall prepare and file with the SEC (x) a registration statement on Form S-4 S-4, in which the Joint Proxy Statement shall be included and (y) a prospectus relating to the shares of Parent Class A Common Stock to be offered and sold pursuant to this Agreement and the Merger (such registration statement together with all the amendments and supplements thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be included, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in the Merger. Each of Parent and the Company shall use reasonable best efforts to cause covenants and agrees that the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all information provided by it or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock its Subsidiaries for inclusion in the Merger. Each of Parent Joint Proxy Statement (and the Company shall furnish all information concerning it letter to stockholders, notice of meeting and form of proxy included therewith) will not, at the holders of its capital stock as time that the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Joint Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or any amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each 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, the suspension of the qualification of the Parent Common Stock issuable in connection thereto is filed with the Merger for offering SEC or sale in any jurisdiction, or 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. (b) The information supplied by the Company and Parent for inclusion or incorporation by reference in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Company Stockholders or when the Company, (iii) the time the Proxy Registration Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (iv) the time of the Company Stockholders’ Meeting, and (v) the time of the Parent Stockholders’ Meetingbecomes effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. Parent shall use its reasonable best efforts, and the Company shall reasonably cooperate with Parent in such efforts, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Contemplated Transactions, including the Merger. In furtherance thereof, Parent and the Company will work together in good faith, including with each Party’s Representatives (including by providing reasonable access to relevant data, schedules and work papers), to prepare financial statements, financial information and such other information as required to be included in the Registration Statement. (b) Each of Parent and the Company shall reasonably cooperate with each other and provide, and require its Representatives to provide the other party and its Representatives, with all true, correct and complete information regarding the Company or any of its Subsidiaries that is required by Law to be included in the Registration Statement or reasonably requested by the other Party to be included in the Registration Statement. Each of Parent and the Company will use commercially reasonable efforts to cause their respective independent accounting firms to deliver consent letters regarding the inclusion of their opinions with respect to the Company’s or Parent’s, as applicable, financial statements that are included in the Registration Statement, which such consent letter shall be customary in scope and substance for consent letters delivered by independent public accountants in connection with registration statements similar to the Registration Statement. (c) Each of Parent and the Company shall use its respective reasonable best efforts to mail the Joint Proxy Statement to its respective stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Parent shall use reasonable best efforts to take any action required to be taken under any applicable state securities Laws and other applicable Laws in connection with the issuance of shares of Parent Class A Common Stock pursuant to this Agreement, and each Party shall furnish all information concerning the Company, Parent and the holders of capital stock of the Company and Parent, as applicable, as may be reasonably requested by another Party in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Joint Proxy Statement. No filing of, or amendment or supplement to, or material correspondence to the SEC or its staff with respect to the Registration Statement may be made by Parent, or with respect to the Joint Proxy Statement may be made by the Company, Parent or any of their respective Subsidiaries, without providing the Company (in the case of Parent) or Parent (in the case of the Company) a reasonable opportunity to review and comment thereon; provided, however, that the foregoing obligation shall not apply with respect to the Company Annual Meeting Portion, the Parent Annual Meeting Portion and documents filed by a party that are incorporated by reference in the Registration Statement or Joint Proxy Statement; and provided, further, that this approval right shall not apply with respect to information relating to a Company Adverse Recommendation Change or a Parent Adverse Recommendation Change made in compliance with this Agreement. Parent shall advise the Company, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Parent Class A Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of Parent and the Company shall advise the other, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Joint Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any event or circumstance information relating to the Company or Parent, or any of their respective SubsidiariesAffiliates, or their respective officers or directors, is discovered by such party the Company or Parent which should be set forth in an amendment or a supplement to either the Registration Statement or the Joint Proxy StatementStatement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such party information shall promptly inform notify the other party. All documents that Parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC, after the other Party has had a reasonable opportunity to review and comment thereon, and, to the extent required by applicable Law, disseminated to either the Parent Stockholders or the Company or Parent is responsible for filing with the SEC in connection with the transactions contemplated hereby will comply Stockholders, as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunderapplicable.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Parent and the Company shall The parties agree jointly to prepare and file with the SEC not later than twenty (20) days after the date hereof a joint registration statement on Form S-4 or other applicable form (the “Registration Statement”) to be filed by Parent with the SEC in connection with the issuance of Parent Common Stock in the Merger as soon as reasonably possible (including the proxy statement relating to and prospectus and other proxy solicitation materials of the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting constituting a part thereof (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with all related documents). The parties agree to cooperate in the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in preparation of the Registration Statement together with and the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be included, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in the Merger. Each of Parent Parent, Merger Sub, and the Company shall agrees to use all reasonable best efforts to cause the Registration Statement to become be declared effective under the Securities Act as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after filing thereof, and the Registration Statement Company shall have become effective and thereafter mail or deliver the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective its stockholders; provided, however, that the parties shall consult and cooperate with each other in determining will coordinate the appropriate time for mailing the Joint Proxy/Prospectus in light timing of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, mailing of the Proxy Statement shall be made so as to minimize the impact of limitations under applicable law relating to Parent share repurchases that might apply with respect thereto. Parent also agrees to use all reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent this Plan. Each of the other party, such consent not to be unreasonably withheld. Parent and the Company agrees to furnish all information concerning it, its subsidiaries, officers, directors and stockholders as may be reasonably requested in connection with the foregoing. (b) Each of Parent and the Company agrees (1) as to itself and its subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (a) the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (b) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to stockholders and at the time of the Company Meeting contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading and (2) that the Registration Statement and Proxy Statement shall comply with all applicable laws as they relate to Parent, Merger Sub and the Company. Each of Parent and the Company further agrees that, if it shall become aware prior to the Effective Date of any information furnished by it that would cause any of the statements in the Proxy Statement or the Registration Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take the necessary steps to correct the Proxy Statement or the Registration Statement. (c) Parent agrees to advise the otherCompany, promptly after it Parent 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, order or the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. (b) The information supplied by the Company and Parent for inclusion or incorporation by reference in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (iv) the time of the Company Stockholders’ Meeting, and (v) the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent, or any of their respective Subsidiaries, or their respective officers or directors, is discovered by such party which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, such party shall promptly inform the other party. All documents that either the Company or Parent 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 of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Registration Statement; Proxy Statement. (ai) As promptly as practicable after the execution of this Merger Agreement, Parent Target and the Company Purchaser shall prepare and Target shall file with the SEC Commission preliminary proxy materials which shall constitute the preliminary Proxy Statement and a joint proxy statement relating preliminary prospectus with respect to the Company Stockholders’ Meeting Purchaser Common Shares to be issued in connection with the Merger. Each party will notify the other promptly of the receipt of any comments from the Commission and of any request by the Parent Stockholders’ Meeting (together with any Commission for amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in to the Registration Statement together or the Proxy Statement or for additional information, and will supply the other with copies of all correspondence between such party or any of its representatives and the Commission, with respect to the Registration Statement or the Proxy Statement. The Registration Statement and the Proxy Statement shall comply in all material respects with all applicable requirements of law. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Registration Statement or the Proxy Statement, Purchaser or Target, as the “Joint Proxy/Prospectus”)case may be, shall promptly inform the other of such occurrences and cooperate in which filing with the Commission and/or mailing to the shareholders of Target such amendment or supplement to the Proxy Statement Statement. As promptly as practicable after comments are received from the Commission with respect to the preliminary proxy materials and after the furnishing by Target and Purchaser of all information required to be contained therein, Target shall be included, in connection file with the registration under Commission the Securities Act of definitive Proxy Statement and Purchaser shall file with the shares of Parent Common Stock to be issued to Commission the stockholders of the Company in the Merger. Each of Parent Registration Statement and the Company Purchaser and Target shall use all reasonable best efforts to cause the Registration Statement to become effective as promptly soon thereafter as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or 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. (b) The information supplied by the Company and Parent for inclusion or incorporation by reference in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed Target and Purchaser shall make all necessary filings with respect to the stockholders of the CompanyMerger, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (iv) the time of the Company Stockholders’ Meeting, and (v) the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent, or any of their respective Subsidiaries, or their respective officers or directors, is discovered by such party which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, such party shall promptly inform the other party. All documents that either the Company or Parent 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 of under the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, under applicable blue sky or similar securities laws and shall use all reasonable efforts to obtain required approvals and clearances with respect thereto.

Registration Statement; Proxy Statement. (a) As promptly as practicable after following the execution date of this Agreement, Parent and the Company shall prepare and file with the SEC a joint preliminary proxy or information statement relating to the Merger and this Agreement and obtain and furnish the information required to be included by the SEC in the Proxy Statement and, after consultation with Acquiror, respond promptly to any comments made by the SEC with respect to the Proxy Statement to be mailed to its stockholders at the earliest practicable date after the Registration Statement is declared effective by the SEC, provided that no amendment or supplement to the Proxy Statement will be made by the Company Stockholders’ Meeting without consultation with Acquiror and the Parent Stockholders’ Meeting its counsel. (together with any amendments thereof or supplements thereto, the “Proxy Statement”b) and Parent Acquiror shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be includedincluded as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in the Merger. Each of Parent and the Company shall use reasonable best efforts to cause have the Registration Statement to become declared effective by the SEC as promptly as practicable, . Acquiror shall obtain and furnish the information required to be included in the Registration Statement and, prior after consultation with the Company, respond promptly to any comments made by the SEC with respect to the effective Registration Statement and cause the prospectus included therein, including any amendment or supplement thereto, to be mailed to the Company's stockholders at the earliest practicable date of after the Registration StatementStatement is declared effective by the SEC, Parent provided that no amendment or supplement to the Registration Statement will be made by Acquiror without consultation with the Company and its counsel. Acquiror shall also take all or any action reasonably required to be taken under any applicable federal state blue sky or state other securities Laws in connection with the issuance of shares of Parent Acquiror Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or 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. (b) The information supplied by the Company and Parent for inclusion or incorporation by reference in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (iv) the time of the Company Stockholders’ Meeting, and (v) the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent, or any of their respective Subsidiaries, or their respective officers or directors, is discovered by such party which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, such party shall promptly inform the other party. All documents that either the Company or Parent 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 of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Parent and the Company shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and meeting of the Parent Stockholders’ Meeting Company's stockholders to be held in connection with the Merger and, if required for NYSE purposes, the meeting of the Parent's stockholders to be held in connection with the Share Issuance (together with any amendments thereof or supplements thereto, the “"Proxy Statement”") and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “"Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), ") in which the Proxy Statement shall be includedincluded as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in pursuant to the Merger. Each of Parent and the Company shall will use all 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, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SECeffective, each of the Company and and, if required for NYSE purposes, Parent shall mail the Joint Proxy/Prospectus Proxy Statement to their respective its stockholders; provided, however, that . The Proxy Statement shall include the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light recommendation of the date set for Board of Directors of the Company Stockholders’ Meeting and in favor of the Merger (subject to the last sentence of Section 6.4(d) hereof) and, if Parent Stockholders’ Meetingstockholder approval is sought, the recommendation of the Board of Directors of Parent in favor of the Share Issuance. No filing ofSubject to the last sentence of Section 6.4(d) hereof, or no amendment or supplement to, to the Proxy Statement shall or the Registration Statement will be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, Company without the prior written consent approval of the other party, such consent party (which approval shall not to be unreasonably withheldwithheld or delayed). Parent and the Company each shall will 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or 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. (b) The information supplied by the Company and Parent for inclusion or incorporation by reference in the Registration Statement and the Proxy Statement shall not, at (i1) the time the Registration Statement is declared effective, (ii2) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (iii3) if applicable, the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (iv4) the time of the Company Stockholders’ Meeting' Meeting (as defined in Section 6.2(a)), and (v5) if applicable, the time of the Parent Stockholders’ Meeting' Meeting (as defined in Section 6.2(b)), and (6) the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, therein not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent, Parent or any of their respective SubsidiariesParent Subsidiary, or their respective officers or directors, is should be discovered by such party Parent which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, such party Parent shall promptly inform the other partyCompany. All documents that either the Company or Parent is responsible for filing with the SEC in connection with the transactions contemplated hereby herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (c) The information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement shall not, at (1) the time the Registration Statement is declared effective, (2) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (3) if applicable, the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (4) the time of the Company Stockholders' Meeting, (5) if applicable, the time of the Parent Stockholders' Meeting (as defined in Section 6.2(b)), and (6) 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 not misleading. If at any time prior to the Effective 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 which should be set forth in an amendment or a supplement to the Registration Statement or Proxy 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 herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution date of this Agreement, Parent and in any event no later than 45 days following the Company date of this Agreement, the Parties shall prepare prepare, and file Meerkat shall cause to be filed with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements theretoSEC, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall will be included, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in the Mergerincluded as a prospectus. Each of Parent Meerkat covenants and the Company shall use 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, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, agrees that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or 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. (b) The information supplied by the Company and Parent for inclusion or incorporation by reference in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement theretoand the letter to stockholders, notice of meeting and form of proxy included therewith) is first mailed to the stockholders of the Company, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (iv) the time of the Company Stockholders’ Meeting, and (v) the time of the Parent Stockholders’ Meeting, 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 made therein, in light of the circumstances in under which they were made, not misleading. If at any time prior to The Company covenants and agrees that the Effective Time any event or circumstance relating to information supplied by the Company or Parentits Subsidiaries to Meerkat for inclusion in the Proxy Statement (including the Company Financials) 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, Meerkat makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by the Company or its Subsidiaries or any of their respective SubsidiariesRepresentatives for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the Registration Statement and the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or their respective officers its staff and to have the Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Each of the Parties shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Meerkat’s stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or directorsreasonably requested in connection with any action contemplated by this Section 5.1. If Meerkat, is discovered by such party which Merger Sub or the Company become aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be set forth disclosed in an amendment or a supplement to the Registration Statement or Proxy Statement, as the case may be, then such party Party, as the case may be, shall promptly inform the other party. All documents Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Meerkat stockholders. (b) Prior to the Effective Time, Meerkat shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure that either the Meerkat Common Stock to be issued in the Merger (to the extent required) shall be registered or qualified or exempt from registration or qualification under the securities law of every jurisdiction of the United States in which any registered holder of Company Capital Stock has an address of record on the applicable record date for determining the holders of Company Capital Stock entitled to notice of and to vote pursuant to the Company Stockholder Written Consent; provided, however, that Meerkat shall not be required: (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified; or (ii) to file a general consent to service of process in any jurisdiction. (c) The Company shall reasonably cooperate with Meerkat and provide, and require its Representatives to provide, Meerkat and its Representatives, with all true, correct and complete information regarding the Company or Parent its Subsidiaries that is responsible for filing with required by law to be included in the SEC Registration Statement or reasonably requested by Meerkat to be included in connection with the transactions contemplated hereby will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunderRegistration Statement.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Parent and the Company shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ ' Meeting and the Parent Stockholders’ ' Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) "PROXY STATEMENT"), and, if required under the Exchange Act, a Transaction Statement on Schedule 13E-3 (together with any amendments thereof, the "SCHEDULE 13E-3"), and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), "REGISTRATION STATEMENT") in which the Proxy Statement shall be includedincluded as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock Shares to be issued to the stockholders of the Company in pursuant to the Merger, including Parent Common Shares issuable upon (i) the exercise of Company Options which will be converted into Parent Options pursuant to SECTION 3.3(A), (ii) the payment of the Contingent Payments and (iii) the purchase of the Subscription Shares. Each of Parent and the Company shall will use all 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, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws laws in connection with the issuance of shares of Parent Common Stock Shares in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement, the Proxy Statement and Proxy Statementand, if required, the Schedule 13E-3. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SECeffective, each of the Company and Parent shall mail the Joint Proxy/Prospectus Proxy Statement to their respective its stockholders; provided, however, that . The Proxy Statement shall include the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light recommendation of the date set for Board of Directors of the Company Stockholders’ Meeting in favor of the Merger and the recommendation of the Board of Directors of Parent Stockholders’ Meetingin favor of the Share Issuance. No filing of, or amendment or supplement toto the Proxy Statement, the Proxy Registration Statement shall or, if required, the Schedule 13E-3 will be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, Company without the prior written consent approval of the other party, such consent party (which approval shall not to be unreasonably withheldwithheld or delayed). Parent and the Company each will advise the other, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement, the Registration Statement or, if required, the Schedule 13E-3, or comments thereon and responses thereto, or requests by the SEC for additional information. Each of Parent and the Company will use all reasonable efforts to prepare and file any such amendments and/or respond to any such requests as promptly as possible. Parent shall advise the otherCompany, 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, order or of the suspension of the qualification of the Parent Common Stock Shares issuable in connection with the Merger for offering or sale in any jurisdiction, or 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. (b) The information supplied by the Company and Parent for inclusion or incorporation by reference in the Registration Statement and Statement, the Proxy Statement and, if required, the Schedule 13E-3 shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (iv) the time of the Company Stockholders’ ' Meeting, and (v) the time of the Parent Stockholders’ Meeting' Meeting and (vi) the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to Parent or any of its Subsidiaries, or their respective officers or directors, should be discovered by Parent which should be set forth in an amendment or a supplement to the Registration Statement, Proxy Statement or, if required, the Schedule 13E-3, Parent shall promptly inform the Company. All documents that Parent is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. (c) The information supplied by the Company for inclusion in the Registration Statement, the Proxy Statement and, if required, the Schedule 13E-3 shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (iv) the time of the Company Stockholders' Meeting, (v) the time of the Parent Stockholders' Meeting and (vi) the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent, or any of their respective its Subsidiaries, or their respective officers or directors, is should be discovered by such party the Company which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, such party Proxy Statement or, if required, the Schedule 13E-3, the Company shall promptly inform the other partyParent. All documents that either the Company or Parent is responsible for filing with the SEC in connection with the transactions contemplated hereby herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and Act, the Exchange Act and the rules and regulations thereunder.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, (Parent and the Company shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting statements (together with any amendments thereof or supplements thereto, the “"Proxy Statement”Statements") relating to the meetings of the Company's stockholders and Parent shall prepare Parent's stockholders (the "Stockholders' Meetings") to be held to consider approval of the Merger and file with the SEC adoption of this Agreement and (ii) a registration statement on Form S-4 (together with all amendments thereto, the “"Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be included, ") in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in pursuant to the Merger. Each of Parent and the Company shall use its reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, and prior to the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws laws in connection with the issuance of shares of Parent Common Stock in pursuant to the Merger. Each of Parent and the The Company shall furnish all information concerning it and the holders of its capital stock Company as the other Parent may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SECeffective, the Company and Parent shall mail the Joint Proxy/Prospectus Proxy Statements to their respective stockholders; provided. (b) Subject to SECTION 6.01(c), howevereach of the Proxy Statements shall include the unanimous recommendation of the Board of Directors of the Company or the Parent, as applicable, to stockholders to vote in favor of approving the Merger and adoption of this Agreement and neither the Board of Directors of either the Company or Parent nor any committee thereof shall withhold, withdraw, amend, modify or change, or propose or resolve to withhold, withdraw, amend, modify or change, in each case in a manner adverse to the other party, the unanimous recommendation of the Board of Directors that the parties vote in favor of and adopt and approve this Agreement and approve the Merger. For purposes of this Agreement, such recommendation of the Board of Directors shall consult be deemed to have been modified in a manner adverse to the other party if such recommendation shall no longer be unanimous. (c) Prior to the adoption and cooperate approval of this Agreement and the approval of the Merger by the requisite vote of the stockholders of the Company, nothing in this Agreement shall prevent the Company's Board of Directors from withholding, withdrawing, amending, modifying or changing its unanimous recommendation in favor of the Merger or from accepting a Superior Proposal (as defined in SECTION 6.05(c) below) if (i) a Superior Proposal is made to the Company and is not withdrawn, (ii) the Company shall have immediately provided written notice to Parent advising Parent that the Company has received a Superior Proposal, identifying the person or entity making such Superior Proposal (a "Notice of Superior Proposal"), (iii) Parent shall not have, within five business days of Parent's receipt of the Notice of Superior Proposal, made an offer that the Company's Board of Directors by a majority vote determines in its good faith judgment (based on the written advice of its financial advisor) to be more favorable to the Company and its stockholders as such Superior Proposal (it being agreed that the Company's Board of Directors shall convene a meeting to consider any such offer by Parent promptly following the receipt thereof), (iv) the Board of Directors of the Company concludes in good faith, after consultation with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus its outside legal counsel, that, in light of such Superior Proposal, the date withholding, withdrawal, amendment, modification or change of such recommendation is required in order for the Board of Directors of the Company to comply with its fiduciary obligations to the Company and its stockholders under applicable Law and (v) the Company shall not have violated any of the restrictions set for forth in SECTION 6.05 or this SECTION 6.01(c). The Company shall provide Parent with at least three business days' notice of any meeting of the Company's Board of Directors at which the Company's Board of Directors is reasonably expected to consider any Competing Transaction (as defined in SECTION 6.05(b) below). Subject to applicable Law, nothing contained in this SECTION 6.01(c) shall limit the Company's obligation to convene and hold the Company Stockholders’ ' Meeting and (regardless of whether the Parent Stockholders’ Meeting. No filing ofunanimous recommendation of the Board of Directors of the Company shall have been withheld, withdrawn, amended, modified or changed). (d) Subject to SECTION 6.01(c), no amendment or supplement to, the to either Proxy Statement shall or the Registration Statement will be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, Company without the prior written consent approval of the other party, party (such consent approval not to be unreasonably withheldwithheld or delayed). Each of Parent and the Company each shall will advise the other, promptly after it receives notice thereof, of the time when at which 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 shares of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the either Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. (be) The information supplied by the Company and Parent for inclusion or incorporation by reference in the Registration Statement and the or either Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the either Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the CompanyCompany or Parent, as applicable, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, either Stockholders' Meeting and (iv) the time of the Company Stockholders’ Meeting, and (v) the time of the Parent Stockholders’ MeetingEffective Time, contain any untrue statement of a material fact or omit fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they were made, not misleading. If If, at any time prior to the Effective Time Time, any event or circumstance relating to the Company or Parent, Parent or any of their respective SubsidiariesParent Subsidiary, or their respective officers or directors, is discovered by such party which that should be set forth in an amendment or a supplement to the Registration Statement or the Company's Proxy StatementStatement should be discovered by Parent, such party Parent shall promptly inform the other partyCompany. All documents that either the Company or Parent is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated hereby by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules Exchange Act. (f) The information supplied by the Company for inclusion in the Registration Statement or either Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time either Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company or Parent, as applicable, (iii) the time of either Stockholders' Meeting and regulations thereunder (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, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or its officers or directors, that should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement should be discovered by the Company, the Company shall promptly inform Parent. All documents that the Company is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunderAct.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Parent and the Company shall prepare jointly prepare, and the Company and Parent shall file with the SEC SEC, a joint proxy statement relating to document or documents that will constitute (i) the Company Stockholders’ Meeting and prospectus forming part of the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 of Parent (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”"REGISTRATION STATEMENT"), in which the Proxy Statement shall be included, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the Company's stockholders pursuant to the Merger and (ii) the Proxy Statement with respect to the Merger relating to the special meeting of the Company Company's stockholders (the "COMPANY STOCKHOLDERS' MEETING") and, if required, Parent's stockholders (the "PARENT STOCKHOLDERS' MEETING"), to be held to consider approval of this Agreement and the Merger contemplated hereby (together with any amendments thereto, the "PROXY STATEMENT"). Copies of the Proxy Statement shall be provided to the NYSE in the Mergeraccordance with its rules. Each of Parent and the Company parties hereto shall use all reasonable best efforts to cause the Registration Statement to become effective as promptly as practicablepracticable after the date hereof, and, prior to the effective date of the Registration Statement, Parent the parties hereto shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in and Parent New Preferred pursuant to the Merger. Each of Parent and or the Company Company, as the case may be, shall furnish all information concerning it and Parent or the holders of its capital stock Company as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light date of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement toRegistration Statement, the Proxy Statement shall be made by Parent or mailed to the stockholders of the Company (subject to the Company's receipt of the Company Fairness Opinion) and, if required, of Parent. Each of the parties hereto shall cause the Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act, (iii) the rules and regulations of the NYSE, (iv) the Business Corporation Act and (v) the General Corporation Law. (b) The Proxy Statement shall include (i) (A) the approval of the Merger and recommendation of the board of directors of the Company to the Company's stockholders that they vote in favor of approval of this Agreement and the Merger contemplated hereby, and no filing of(B) the Company Fairness Opinion, or and, if required, (ii) (A) the approval of the Merger and recommendation of the board of directors of Parent to Parent's stockholders that they vote in favor of approval of this Agreement and the Merger contemplated hereby, and (B) the opinion of ▇.▇. ▇▇▇▇▇▇ referred to in Section 5.17. (c) No amendment or supplement to, to the Proxy Statement or the Registration Statement shall be made by Parent, in each case, without the prior written consent approval of the other party, such consent not to be unreasonably withheld. Parent and the Company each Company, which approval shall not be unreasonably withheld or delayed. Each of the parties hereto shall advise the otherother parties hereto, 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 Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC or the NYSE for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. (bd) The None of the information supplied by the Company and Parent for inclusion or incorporation by reference in the Registration Statement and or the Proxy Statement shall notshall, at (i) the time respective times filed with the Registration Statement is declared effectiveSEC or other regulatory agency and, in addition, (iiA) in the time case of the Proxy Statement (Statement, at the date it or any amendment thereof amendments or supplement thereto) is first mailed to the stockholders of the Company, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first supplements thereto are mailed to stockholders of ParentParent in connection with the Parent Stockholders' Meeting, (iv) if any, and to stockholders of the Company in connection with the Company Stockholders' Meeting, at the time of the Company Stockholders’ ' Meeting, and (v) at the time of the Parent Stockholders’ ' Meeting, if any, and at the Effective Time and (B) in the case of the Registration Statement, when it becomes effective under the Securities Act 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 light of the circumstances in under which they were are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent, or any of their respective SubsidiariesCompany Subsidiary, or their respective officers or directors, is should be discovered by such party which the Company that should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, such party the Company shall promptly inform Parent. All documents that the Company is responsible for filing with the SEC in connection with the Merger will comply as to form in all material respects with the applicable requirements of the rules and regulations of the NYSE, the Business Corporation Act, the Securities Act and the Exchange Act. (e) None of the information supplied by Parent for inclusion or incorporation by reference in the Registration Statement or the Proxy Statement shall, at the respective times filed with the SEC or other regulatory agency and, in addition, (A) in the case of the Proxy Statement, at the date it or any amendments or supplements thereto are mailed to stockholders of Parent in connection with the Parent Stockholders' meeting, if any, and to stockholders of the Company in connection with the Company Stockholders' Meeting, at the time of the Company Stockholders' Meeting, at the time of the Parent Stockholders' Meeting, if any, and at the Effective Time and (B) in the case of the Registration Statement, when it becomes effective under the Securities Act 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 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 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 Registration Statement or Proxy Statement, Parent shall promptly inform the other partyCompany. All documents that either the Company or Parent is responsible for filing with the SEC in connection with the transactions contemplated hereby Merger will comply as to form and substance in all material respects with the applicable requirements of the rules and regulations of the NYSE, the Business Corporation Act, the General Corporation Law, the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunderAct.

Registration Statement; Proxy Statement. (a) As promptly as reasonably practicable after the execution of this Agreement, and in any event within 21 calendar days of the date of this Agreement (or such later date as Parent and the Company may agree in writing), the Company shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), ) in which the Proxy Statement shall be includedincluded as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in pursuant to the Merger. In addition, each of the Company and Parent shall prepare and file with the SEC any Other Filings as and when required or requested by the SEC. Each of Parent and the Company shall and Parent will use all reasonable best efforts to respond to any comments made by the SEC with respect to the Proxy Statement, the Registration Statement and any Other Filings, and to cause the Registration Statement to become effective as promptly as practicable, and, prior . Prior to the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company and Parent shall furnish all information concerning it and the holders of its capital stock as the other party may reasonably request in connection with such actions and the preparation of the Proxy Statement, the Registration Statement and Proxy Statementany Other Filings. As Subject to Section 5.5 and Section 5.7, as promptly as reasonably practicable after the Registration Statement shall have become effective and effective, the Company shall mail the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective its stockholders; provided, however, that the parties Company shall consult and cooperate with each other in determining be under no obligation to mail the appropriate time for mailing Proxy Statement to its stockholders prior to the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ MeetingNo-Shop Period Start Date. No filing of, or amendment or supplement toSubject to Section 5.7, the Proxy Statement shall be made include the recommendation of the Company Board that adoption of this Agreement by Parent or the Company’s stockholders is advisable and that the Company Board has determined that the Merger is fair to and in the best interests of the Company’s stockholders (the “Company Recommendation”). (b) Subject to Section 5.7 and other than pursuant to Rule 425 of the Securities Act with respect to releases made in compliance with Section 5.10 of this Agreement, and no filing of, or amendment or supplement toto the Proxy Statement, the Registration Statement shall or any Other Filings, nor any response to any comments or inquiry from the SEC with respect to such filings, will be made by Parent, in each case, the Company or Parent without the prior written consent of providing the other partyparty the opportunity to review and comment upon such amendment, such consent not supplement or response, giving due consideration to be unreasonably withheldall reasonable additions, deletions or changes suggested in connection therewith. The Company and Parent and the Company each shall will advise the other, 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or Statement, the Registration Statement or any Other Filings or comments thereon and responses thereto or requests by the SEC for additional information. (bc) The information supplied by Parent shall promptly inform the Company and Parent for inclusion or incorporation by reference in the Registration Statement and the Proxy Statement shall notif, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (iv) the time of the Company Stockholders’ Meeting, and (v) the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. If at any time prior to the Effective Time Time, any event or circumstance relating to the Company Parent, any Parent Subsidiary or ParentMerger Sub, or any of their respective Subsidiaries, or their respective officers or directors, is should be discovered by such party Parent which should be set forth in an amendment or a supplement to the Proxy Statement, the Registration Statement or any Other Filing. The Company shall promptly inform Parent if, at any time prior to the Effective Time, any event or circumstance relating to the Company, or any of its officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the other party. All documents that either the Company Registration Statement or Parent 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 of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunderany Other Filing.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution date of this Agreement (but in no event later than thirty (30) days following the date of this Agreement, Parent and the Company shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto), the “Proxy Statement”) Parties shall prepare, and Parent shall prepare and file cause to be filed with the SEC a registration statement on Form S-4 (together with all amendments theretoSEC, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement will be included as a prospectus. The Company and its legal counsel shall be includedgiven reasonable opportunity to review and comment on the Proxy Statement, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in the Merger. Each of Parent including all amendments and the Company shall use reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, andsupplements thereto, prior to the effective date filing thereof with the SEC, and on the response to any comments of the Registration SEC on the Proxy Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection prior to the filing thereof with the issuance of shares of Parent Common Stock in the MergerSEC. Each of Parent and the Company Parties shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus use commercially reasonable efforts to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or 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. (b) The information supplied by the Company and Parent for inclusion or incorporation by reference in cause the Registration Statement and the Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Each of the Parties shall not, at (i) use commercially reasonable efforts to cause the time Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the Registration Statement is declared effective, (ii) effective under the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed Securities Act. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders of the Company, (iii) the time the Proxy Statement (that may be required or reasonably requested in connection with any amendment thereof or supplement thereto) is first mailed to stockholders of action contemplated by this Section 5.1. If Parent, (iv) the time of Merger Sub or the Company Stockholders’ Meeting, and (v) the time become aware of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. If at any time prior to the Effective Time any event or circumstance relating information that, pursuant to the Company Securities Act or Parentthe Exchange Act, or any of their respective Subsidiaries, or their respective officers or directors, is discovered by such party which should be set forth disclosed in an amendment or a supplement to the Registration Statement or Proxy Statement, as the case may be, then such party Party, as the case may be, shall promptly inform the other party. All documents that either the Company Parties thereof and shall cooperate with such other Parties in filing such amendment or Parent is responsible for filing supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. (b) The Company shall reasonably cooperate with Parent and provide, and require its Representatives to provide, Parent and its Representatives, with all true, correct and complete information regarding the Company and its Subsidiaries that is required by Law to be included in the Registration Statement or reasonably requested by Parent to be included in the Registration Statement. Without limiting the foregoing, the Company will use commercially reasonable efforts to cause to be delivered to Parent a consent letter of the Company’s independent registered public accounting firm, dated no more than two (2) Business Days before the date on which the Registration Statement becomes effective (and reasonably satisfactory in form and substance to Parent), that is customary in scope and substance for consent letters delivered by independent public accountants in connection with registration statements similar to the transactions contemplated hereby will comply as Registration Statement. (c) Prior to form filing of the Registration Statement, Parent and substance in all material respects with the Company shall use their commercially reasonable efforts to execute and deliver to ▇▇▇▇▇ Lovells US LLP (“Parent Counsel”) and ▇▇▇▇▇▇▇▇ LLP (“Company Counsel”) the applicable “Tax Representation Letters” referenced in Section 5.9(d). Following the delivery of the Tax Representation Letters, Parent and the Company shall use their respective commercially reasonable efforts to cause Parent Counsel to deliver to Parent, and Company Counsel to deliver to the Company, Tax opinions satisfying the requirements of Item 601 of Regulation S-K under the Securities Act Act; provided, however, that Company Counsel shall also be responsible for opining that the Merger will qualify for the Intended Tax Treatment, which additional opinion shall be dated as of the Closing. In rendering their respective opinions, each of Parent Counsel and Company Counsel may require and rely upon (and may incorporate by reference) reasonable and customary representations and covenants, including the rules applicable Tax Representation Letters described in this Section 5.1(c) and regulations thereunder and the Exchange Act and the rules and regulations thereunderSection 5.9(d).

Registration Statement; Proxy Statement. (a) As promptly as reasonably practicable after the execution date of this Agreement, (i) Parent and the Company shall prepare and file with the SEC a joint proxy statement to be sent to the holders of Shares relating to the Company Stockholders’ Stockholders Meeting and the holders of shares of Parent Stockholders’ Common Stock relating to the Parent Stockholders Meeting (together with any amendments thereof as amended or supplements theretosupplemented from time to time, the “Proxy Statement/Prospectus”) ), and Parent shall prepare and file with the SEC a registration statement Registration Statement on Form S-4 (together with all amendments theretoas amended or supplemented from time to time, the “Registration Statement”; the prospectus contained in the Registration Statement together ) with the Proxy Statement/Prospectus constituting a part thereof, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be included, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in the Merger. Each of Parent and the Company shall use 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, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in constituting the MergerCompany Initial Share Consideration and the Company Delayed Share Consideration (the “Parent Share Issuance”). Each of Parent and the Company each shall furnish all information concerning it and use its reasonable best efforts to (i) have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing, (ii) clear the preliminary Proxy Statement/Prospectus with the SEC as promptly as reasonably practicable after the filing thereof, (iii) mail the definitive Proxy Statement/Prospectus to the holders of its capital stock Shares and shares of Parent Common Stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become has been declared effective under the Securities Act and (iv) maintain the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light effectiveness of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made for as long as necessary to consummate the transactions contemplated by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or 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 informationthis Agreement. (b) The information supplied by the Company and Parent each agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it or its Subsidiaries for inclusion or incorporation by reference in (i) the Registration Statement and the Proxy Statement shall notwill, at (i) the time the Registration Statement is declared effectivebecomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) the time the Proxy Statement (or Statement/Prospectus and any amendment thereof or supplement thereto) is first mailed thereto will, at the date of mailing to the stockholders holders of the Company, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders Shares and shares of Parent, (iv) Parent Common Stock and at the time of each of the Company Stockholders’ Stockholders Meeting and the Parent Stockholders Meeting, and (v) the time of the Parent Stockholders’ Meetingor any adjournment or postponement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they were made, not misleading. If at any time prior to Notwithstanding the Effective Time any event or circumstance relating to foregoing, (A) the Company assumes no responsibility with respect to information supplied in writing by or on behalf of Parent, Merger Sub I or any of their respective Subsidiaries, Merger Sub II for inclusion or their respective officers or directors, is discovered incorporation by such party which should be set forth reference in an amendment or a supplement to the Registration Statement or the Proxy Statement, such party shall promptly inform /Prospectus and (B) Parent assumes no responsibility with respect to information supplied in writing by or on behalf of the other partyCompany for inclusion or incorporation by reference in the Registration Statement or the Proxy Statement/Prospectus. All The Company and Parent each agrees that all documents that either the Company or Parent each is responsible for filing with the SEC in connection with the Mergers or the other transactions contemplated hereby by this Agreement will comply as to form and substance in all material respects with the applicable requirements provisions of the Securities Act and the rules and regulations thereunder and the Exchange Act Act, and the rules and regulations thereunder. (c) The Company, Parent and the Merger Subs shall cooperate with each other in the preparation of the Registration Statement and the Proxy Statement/Prospectus. Each of Parent, Merger Sub I, Merger Sub II and the Company and their respective counsels shall (i) be given a reasonable opportunity to review and comment upon the Proxy Statement/Prospectus, the Registration Statement, and any other documents related to the Company Stockholders Meeting, the Parent Stockholders Meeting or the Parent Share Issuance, prior to mailing or the filing thereof with the SEC, as applicable, (ii) provide any comments thereon as promptly as reasonably practicable and (iii) consider such comments in good faith in connection with any such document. Parent shall promptly notify the Company and its counsel of the time when the Registration Statement has become effective and of the issuance of any stop order or suspension of the qualification of the shares of Parent Common Stock issuable in the Mergers for offering or sale in any jurisdiction. Further, each party shall promptly notify the other parties and their counsel of the receipt of any written comments or other material communications such party or its counsel receives from time to time from the SEC or its staff with respect to the Registration Statement or the Proxy Statement/Prospectus and shall provide the other party with copies of any written responses to and telephonic notification of any material oral responses received from the SEC or its staff by such party or its counsel with respect to the Registration Statement or the Proxy Statement/Prospectus. If, at any time prior to the time the Company Stockholder Approval or the Parent Stockholder Approval is obtained, any party shall become aware of the occurrence of any event or other circumstance that requires an amendment or supplement to the Registration Statement or the Proxy Statement/Prospectus so that the Registration Statement or the Proxy Statement/Prospectus, as applicable, does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, then such party shall notify the other party as promptly as reasonably practicable thereafter, and Parent and the Company each shall use its reasonable best efforts to, as promptly as reasonably practicable thereafter, (A) prepare and file with the SEC such amendment or supplement and (B) mail such amendment or supplement to the holders of Shares and shares of Parent Common Stock, in each case, to the extent legally required. (d) As promptly as reasonably practicable after the SEC advises that it has no further comments to the Proxy Statement/Prospectus and the Registration Statement is declared effective, the Company shall duly call, give notice of, convene and hold a special meeting of the holders of Shares (the “Company Stockholders Meeting”) to consider and vote upon the adoption of this Agreement, including the Mergers. Subject to Section 5.4, the Company Board shall include the Recommendation in the Proxy Statement/Prospectus and, unless there has been an Adverse Change Recommendation permitted by and in accordance with Section 5.4, shall use reasonable best efforts to solicit adoption of this Agreement by the holders of Shares and take all other actions necessary or advisable to secure the vote or consent of the holders of Shares required by applicable Law to obtain such approval. The Company shall keep Parent updated with respect to proxy solicitation results as reasonably requested by ▇▇▇▇▇▇. Once the Company Stockholders Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Stockholders Meeting without the prior written consent of Parent, other than: (i) if as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus), the Company believes in good faith that there are insufficient Shares represented (either in person or by proxy) and voting to obtain the Company Stockholder Approval or to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting, (ii) to ensure that any required supplement or amendment to the Proxy Statement/Prospectus is provided to holders of Shares within a reasonable amount of time in advance of the Company Stockholders Meeting or (iii) as reasonably determined by the Company to comply with applicable Law. The Company shall use its reasonable best efforts to cooperate with Parent to hold the Company Stockholders Meeting on the same day and at the same time as the Parent Stockholders Meeting as soon as reasonably practicable after the date of this Agreement and to set the same record date for each such meeting. If the Company Board makes an Adverse Change Recommendation, it will not alter the obligation of the Company to submit this Agreement to the holders of Shares at the Company Stockholders Meeting to consider and vote upon the adoption of this Agreement, unless this Agreement shall have been terminated in accordance with its terms prior to the Company Stockholders Meeting. (e) As promptly as reasonably practicable after the SEC advises that it has no further comments to the Proxy Statement/Prospectus and the Registration Statement is declared effective, Parent shall duly call, give notice of, convene and hold a special meeting of holders of shares of Parent Common Stock (the “Parent Stockholders Meeting”) to consider and vote upon (A) an increase in the number of authorized shares of Parent Common Stock to 200 million shares of Parent Common Stock (the “Authorized Share Increase”) and (B) if required by applicable Law, the Parent Share Issuance. Parent shall use its reasonable best efforts to solicit approval of the Authorized Share Increase and, if necessary to comply with applicable Law, the Parent Share Issuance by the holders of shares of Parent Common Stock and take all other actions necessary or advisable to secure the vote or consent of the holders of shares of Parent Common Stock required by applicable Law to obtain such approval. Parent shall keep the Company updated with respect to proxy solicitation results as reasonably requested by the Company. Once the Parent Stockholders Meeting has been called and noticed, Parent shall not postpone or adjourn the Parent Stockholders Meeting without the prior written consent of the Company, other than: (i) if as of the time for which the Parent Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus), Parent believes in good faith that there are insufficient shares of Parent Common Stock represented (either in person or by proxy) and voting to approve the Authorized Share Increase and, if necessary to comply with applicable Law, the Parent Share Issuance or to constitute a quorum necessary to conduct the business of the Parent Stockholders Meeting, (ii) to ensure that any required supplement or amendment to the Proxy Statement/Prospectus is provided to holders of shares of Parent Common Stock within a reasonable amount of time in advance of the Parent Stockholders Meeting or (iii) as reasonably determined by Parent to comply with applicable Law. Parent shall use its reasonable best efforts to cooperate with the Company to hold the Parent Stockholders Meeting on the same day and at the same time as the Company Stockholders Meeting and to set the same record date for each such meeting.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Parent and the Company shall jointly prepare and shall file with the SEC a joint proxy statement relating to document or documents that will constitute (i) the Company Stockholders’ Meeting and prospectus forming part of the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 of Parent (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”"REGISTRATION STATEMENT"), in which the Proxy Statement shall be included, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to Company's shareholders pursuant to the stockholders Arrangement and (ii) the proxy statement with respect to the Arrangement (the "PROXY STATEMENT") relating to the special meeting of Company's shareholders to be held to consider approval of the Company Arrangement Resolution (the "COMPANY SHAREHOLDERS' MEETING"). Copies of the Proxy Statement shall be provided to the NYSE and the ASE in the Mergeraccordance with their respective rules. Each of Parent and the Company parties hereto shall use reasonable best efforts to cause the Registration Statement to become effective as promptly as practicablepracticable after the date hereof, and, prior to the effective date of the Registration Statement, Parent the parties hereto shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in pursuant to the MergerArrangement. Each of Parent and or Company, as the Company case may be, shall furnish all information concerning it and the holders of its capital stock Parent or Company as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement and the Proxy Statement. Each of Parent and Company shall notify the other of the receipt of any comments from the SEC on the Registration Statement and the Proxy Statement and of any requests by the SEC for any amendments or supplements thereto or for additional information and shall provide to each other promptly copies of all correspondence between Parent, Company or any of their representatives and advisors and the SEC. As promptly as reasonably practicable after the later of the effective date of the Registration Statement shall have become effective and or the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light obtaining of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement toInterim Order, the Proxy Statement shall be made by Parent mailed to the shareholders of Company. Company shall cause the Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act, (iii) applicable Canadian law and (iv) the rules and regulations of the NYSE and the ASE. (b) The Proxy Statement shall include (i) the recommendation of the board of directors of Company to Company's shareholders that they vote in favor of approval of the Arrangement Resolution and (ii) the opinion of Company Financial Advisor referred to in Section 4.18; PROVIDED, HOWEVER, that the board of directors of Company shall submit the Arrangement Resolution to Company's shareholders whether or not at any time subsequent to the Companydate hereof such board determines that it can no longer make such recommendation, and no filing of, or unless this Agreement has been terminated in accordance with Article IX. (c) No amendment or supplement to, to the Proxy Statement or the Registration Statement shall be made by Parent, in each case, without the prior written consent approval of Parent and Company, which approval shall not be unreasonably withheld or delayed. Each of the other party, such consent not to be unreasonably withheld. Parent and the Company each parties hereto shall advise the otherother parties hereto, 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 Parent Common Stock issuable in connection with the Merger Arrangement 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. (bd) The None of the information supplied by the Company and Parent for inclusion or incorporation by reference in the Registration Statement and or the Proxy Statement shall notshall, at (i) the time respective times filed with the Registration Statement is declared effectiveSEC or other regulatory agency 41 and, in addition, (iiA) in the time case of the Proxy Statement (Statement, at the date it or any amendment thereof amendments or supplement thereto) is first supplements thereto are mailed to the stockholders shareholders of the Company, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (iv) at the time of the Company Stockholders’ Meeting, Shareholders' Meeting and at the Effective Time and (vB) in the time case of the Parent Stockholders’ MeetingRegistration Statement, when it becomes effective under the Securities tAct 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 light of the circumstances in under which they were are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent, or any of their respective SubsidiariesCompany Subsidiary, or their respective officers or directors, is should be discovered by such party which Company that should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, such party Company shall promptly inform the other partyParent. All documents that either Company is responsible for filing with the SEC in connection with the Arrangement will comply as to form in all material respects with the applicable requirements of the rules and regulations of the Securities Act, the Exchange Act, applicable Canadian securities law and the CBCA. (e) None of the information supplied by Parent for inclusion or incorporation by reference in the Registration Statement or the Proxy Statement shall, at the respective times filed with the SEC or other regulatory agency and, in addition, (A) in the case of the Proxy Statement, at the date it or any amendments or supplements thereto are mailed to shareholders of Company, at the time of the Company Shareholders' Meeting and at the Effective Time and (B) in the case of the Registration Statement, when it becomes effective under the Securities Act 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 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 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 Registration Statement or the Proxy Statement, Parent shall promptly inform Company. All documents that Parent is responsible for filing with the SEC in connection with the transactions contemplated hereby Arrangement will comply as to form and substance in all material respects with the applicable requirements of the rules and regulations of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunderAct.

Registration Statement; Proxy Statement. (a) As promptly soon as practicable after the execution of this Agreementpossible, Parent and the Company shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement Registration Statement on Form S-4 or such other form as may be permitted (together with all amendments theretothe "Registration Statement") and the related prospectus and proxy statement (the "Proxy Statement") relating to the Merger as required by the '33 Act, '34 Act, the “Registration Statement”; the prospectus contained in rules and regulations promulgated under such Acts, and Colorado law. The Company and Parent shall use their best efforts to file the Registration Statement together and Proxy Statement with the Proxy StatementSEC by March 21, 1997 and with applicable Blue Sky authorities thereafter. The Company shall obtain and furnish to Parent as soon as possible and in any event within five business days of execution of this Agreement all information relating to the “Joint Proxy/Prospectus”), Company required to be included in which the Proxy Statement or Registration Statement, provided that audited financial statements for the Company's fiscal year ended December 31, 1996 shall be includedfurnished in accordance with Section 5.12, in connection with the registration under the Securities Act of the shares of Parent Common Stock and shall ------------ promptly obtain and furnish to be issued to the stockholders of the Company in the Merger. Each of Parent and the SEC any other information requested by the SEC. The Company shall use 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, and Parent shall take all or respond promptly to any action reasonably required under any applicable federal or state securities Laws in connection comments made by the SEC with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of respect to the Registration Statement and Proxy Statement. As promptly as reasonably practicable after The Company shall cause the Registration Statement shall have become effective and the final Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate along with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light notice of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not a special stockholder meeting to be unreasonably withheld. Parent and the Company each 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or 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. (b) The information supplied by the Company and Parent for inclusion or incorporation by reference in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders within two (2) days of the Company, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (iv) the time effectiveness of the Company Stockholders’ MeetingRegistration Statement, and (v) shall, subject to the time fiduciary duties of the Parent Stockholders’ Meeting, contain any untrue statement Board of Directors under applicable law as advised by counsel and receipt of a material fact or omit satisfactory fairness opinion, use its best efforts to state any material fact required to be stated therein or obtain the necessary in order to make the statements therein, in light approvals of the circumstances in which they were made, not misleadingMerger by its stockholders. If at any time prior to the Effective Time approval of this Agreement by the Company's stockholders there shall occur any event or circumstance relating to the Company or Parent, or any of their respective Subsidiaries, or their respective officers or directors, is discovered by such party which that should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, such party shall promptly inform the other party. All documents that either the Company will promptly prepare and mail to its stockholders such an amendment or supplement. The Company will not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent is responsible for filing reasonably objects, unless otherwise required by law. (b) The Company, acting through its Board of Directors and with the SEC in connection with consent of Parent, shall duly call, give notice of, convene and hold a special meeting (the "Special Meeting") of its stockholders, such meeting to be held on or about the date which is 30 calendar days after mailing of the notice of meeting or such earlier date which may be permitted by law, for the purpose of adopting this Agreement and approving the transactions contemplated hereby will comply as hereby. (c) Subject to form Section 5.9(b) and substance in all material respects with receipt of a satisfactory -------------- fairness opinion, the applicable requirements Company will, through its Board of the Securities Act Directors, recommend to its stockholders approval of this Agreement and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereundertransactions contemplated by this Agreement.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Parent subject to the terms of this Section 7.02, (i) SPAC and the Company shall prepare prepare, and SPAC shall file with the SEC SEC, mutually acceptable materials which shall include a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting / prospectus containing a proxy statement in preliminary form (together with any amendments thereof as amended or supplements theretosupplemented, the “Proxy Statement”) to be filed with the SEC as part of the Registration Statement and Parent sent to SPAC’s shareholders relating to the meeting of SPAC’s shareholders (including any adjournment or postponement thereof, the “SPAC Shareholders’ Meeting”) to be held to consider (A) approval and adoption of this Agreement and the Merger and the other Transactions contemplated by this Agreement, including the adoption of the Amended and Restated Articles of Association, in the form attached as Exhibit B to this Agreement (with such changes as may be agreed in writing by SPAC and the Company) effective as of the Effective Time and any separate or unbundled proposals as are required to implement the foregoing, (B) approval of the issuance of SPAC Class A Ordinary Shares as contemplated by this Agreement and the Subscription Agreements, (C) approval and adoption of the Incentive Plan (the “Incentive Plan Proposal”), (D) adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Registration Statement or correspondence related thereto, and (E) any other proposals the parties deem necessary to effectuate the Merger (clauses (A), (B), (C), (D) and (E) collectively, the “Required SPAC Proposals”), and (ii) the Company and SPAC shall jointly prepare and SPAC shall file with the SEC a registration statement on Form S-4 F-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be included, ) in connection with the registration under the Securities Act of the shares of Parent Common Stock SPAC Class A Ordinary Shares to be issued or issuable to the stockholders of the Company pursuant to this Agreement (other than any SPAC Class A Ordinary Shares that are not eligible to be registered in the MergerRegistration Statement). Each of Parent and the Company shall use 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, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company SPAC shall furnish all information concerning it and the holders of its capital stock such party as the other party may reasonably request in connection with such actions and the preparation of the Merger Materials. SPAC and the Company each shall use their reasonable best efforts to (w) cause the Registration Statement and Proxy Statement. As , when filed with the SEC, to comply in all material respects with all legal requirements applicable thereto, (x) respond as promptly as reasonably practicable after to and resolve all comments received from the SEC concerning the Merger Materials, (y) cause the Registration Statement to be declared effective as promptly as practicable and (z) keep the Registration Statement effective as long as is necessary to consummate the Transactions. SPAC shall have become effective take all actions necessary to cause the Merger Materials to be mailed to its shareholders as of the applicable record date as promptly as practicable (and in any event within three (3) Business Days) following the date upon which the Registration Statement becomes effective. Each of the Company and SPAC shall otherwise reasonably assist and cooperate with the other party in the preparation of the Merger Materials and the Proxy Statement shall have been cleared by resolution of any comments received from the SEC. In furtherance of the foregoing, the Company (i) agrees to promptly provide SPAC with all information concerning the business, management, operations and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light financial condition of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parentits Subsidiaries, in each case, without reasonably requested by SPAC for inclusion in the prior written consent Merger Materials and (ii) shall cause the officers and employees of the other party, such consent not Company and its Subsidiaries to be unreasonably withheld. Parent reasonably available to SPAC and the Company each 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, the suspension of the qualification of the Parent Common Stock issuable its counsel in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment drafting of the Proxy Statement or Merger Materials and to respond in a timely manner to comments on the Merger Materials from the SEC. For purposes of this Agreement, the term “Merger Materials” means the Registration Statement or comments thereon and responses thereto or requests by Statement, including the SEC for additional information. (b) The information supplied by prospectus forming a part thereof, the Company and Parent for inclusion or incorporation by reference in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (iv) the time of the Company Stockholders’ Meeting, and (v) the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent, or any of their respective Subsidiaries, or their respective officers or directors, is discovered by such party which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, such party shall promptly inform and any amendments thereto. In the other party. All documents that either the Company event of any conflict or Parent 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 of the Securities Act overlap between this Section 7.02(a) and the rules and regulations thereunder and provisions of Section 7.14 relating to Tax, the Exchange Act and the rules and regulations thereunderprovisions of Section 7.14 shall control.

Registration Statement; Proxy Statement. (a) As promptly as reasonably practicable after following the execution of this Agreementdate hereof, Parent shall, with the assistance, cooperation and reasonable best efforts of the Company shall Company, prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 or other applicable form (together with all amendments thereto, the “Registration Statement”; ), to be filed by Parent with the prospectus contained SEC and with all other applicable regulatory bodies, pursuant to which shares of Parent Common Stock issuable in the Registration Statement together First Merger and the Rollover Restricted Stock will be registered with the SEC, which shall include a proxy statement in preliminary form of the type contemplated by Regulation 14A promulgated under the Exchange Act (the “Parent Proxy Statement”) in order to (x) provide the Parent Stockholders with the opportunity to elect to have their Parent Class A Common Stock converted to cash in accordance with the provisions of Parent’s Charter Documents (such elections made by the Parent Stockholders, the “Joint Proxy/ProspectusParent Stockholder Redemptions”), in which ; and (y) facilitate the Proxy Statement shall be included, in connection with solicitation by Parent of proxies from the registration under the Securities Act holders of the shares of Parent Common Stock and, subject to the Company’s election pursuant to Section 7.28, the holders of Parent Warrants, to approve at the Parent Special Meeting, by the requisite vote of the Parent Stockholders and, as applicable, the holders of Parent Warrants, under the DGCL, Parent’s Charter Documents, the Warrant Agreement, as applicable, the NYSE rules and regulations and applicable Law (the “Requisite Parent Stockholder Approval”): (1) the adoption of this Agreement and approval of the Transactions; (2) the issuance of the number of shares of Parent Class A Common Stock to be issued in connection with the First Merger; (3) an increase in the number of authorized shares of Parent Class A Common Stock as may be required by the immediately preceding clause (2); (4) the amendment and restatement of Parent’s Charter Documents to be effective from and after the Closing, including as set forth in substantially the form of the Parent A&R Charter attached hereto as Exhibit C and the Parent A&R Bylaws attached hereto as Exhibit D; (5) the adoption of the LTIP and the Employee Stock Purchase Plan; (6) the election of the individuals set out on Section 7.17 of the Parent Disclosure Letter and/or such other individuals as are mutually agreed by the Parties to the stockholders Initial Post-Closing Parent Board; (7) subject to the Company’s election pursuant to Section 7.28, the adoption and approval of such amendments to the Company Warrant Agreement (the “Warrant Agreement Amendments”), in the Merger. Each of forms reasonably acceptable to Parent and the Company, in an effort to address the SEC Warrant Accounting Statement with respect to the accounting treatment of the Parent Warrants as equity instruments (rather than liabilities) of Parent from and after the date of such amendments under applicable GAAP accounting standards (provided that such Warrant Agreement Amendments shall in no event materially adversely impact the economics of the Private Placement Warrants, with the understanding that the non-transferability of such Private Placement Warrants, if part of the Warrant Agreement Amendments, shall not be deemed in any circumstance to materially adversely impact the economics of such Private Placement Warrants, nor shall the failure of the Warrant Agreement Amendments to result in the Parent Warrants being classified as equity instruments (rather than liabilities) of Parent from and after the date of such amendments under applicable GAAP accounting standards be deemed or otherwise considered a breach of any provision of this Agreement) (the “Parent Warrantholder Proposal”); (8) approval of the Repurchase and (9) any other proposals Parent may deem necessary or desirable to consummate the Transactions (collectively, the “Parent Stockholder Matters”). (b) The Company and Parent shall each use its reasonable best efforts to (i) cause the Registration Statement, when filed with the SEC, to comply in all material respects with all legal requirements applicable thereto, (ii) promptly provide responses to the SEC with respect to all comments received on Merger Materials from the SEC, (iii) cause the Registration Statement to become be declared effective under the Securities Act as promptly as practicable, and, prior practicable after such filing and (iv) keep the Registration Statement effective as long as is necessary to consummate the effective date Transactions contemplated hereby. Parent shall cause the definitive Merger Materials to be mailed to its stockholders as of the applicable record date as promptly as practicable (and in any event within four (4) Business Days) following the date upon which the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the MergerStatement becomes effective. Each of Parent and the Company party shall furnish all information concerning it and the holders of its capital stock as Affiliates to the other party and provide such other assistance as may be reasonably request requested by the other party to be included in connection the Merger Materials and shall otherwise reasonably assist and cooperate with such actions and the other party in the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective Merger Materials and the Proxy Statement shall have been cleared by resolution of any comments received from the SEC. In furtherance of the foregoing, the Company (A) agrees to promptly provide Parent with all information concerning the business, management, operations and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light financial condition of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without reasonably requested by Parent for inclusion in the prior written consent Merger Materials and (B) shall cause the directors, officers and employees of the other party, such consent not Company to be unreasonably withheld. reasonably available to, and to provide any documents reasonably requested by, Parent and the Company each 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, the suspension of the qualification of the Parent Common Stock issuable its counsel in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment drafting of the Proxy Statement or Merger Materials and responding in a timely manner to comments on the Merger Materials from the SEC. For purposes of this Agreement, the term “Merger Materials” shall mean the Registration Statement or comments thereon and responses thereto or requests by Statement, including the SEC for additional information. (b) The information supplied by the Company and Parent for inclusion or incorporation by reference in the Registration Statement and the Proxy Statement shall notprospectus forming a part thereof, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (iv) the time of the Company Stockholders’ Meeting, and (v) the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent, or any of their respective Subsidiaries, or their respective officers or directors, is discovered by such party which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, such party shall promptly inform the other party. All documents that either the Company or Parent 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 of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunderany amendments thereto.

Registration Statement; Proxy Statement. (a) As promptly as practicable after Porter Bancorp agrees to prepare, pursuant to all applicable la▇▇, rules and regulations, the execution of this AgreementRegistration Statement, Parent and the Company shall prepare and file to be filed by Porter Bancorp with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be included, Commission in connection with the registration under the Securities Act issuanc▇ ▇▇ Porter Bancorp Shares as part of the shares of Parent Common Stock Merger Consideration (includin▇ ▇▇▇ Proxy Statement and all related documents). Company agrees to be issued to the stockholders of the Company cooperate with Porter Bancorp, its legal counsel and its accountants, in the Merger. Each prepar▇▇▇▇▇ of Parent and the Company shall use 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, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or 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. (b) The information supplied by the Company and Parent for inclusion or incorporation by reference in the Registration Statement and the Proxy Statement shall notStatement; and provided that Company has cooperated as required above, at (i) the time Porter Bancorp agrees to file the Registration Statement is declared effectiveStatement, (ii) the time which wi▇▇ ▇▇▇lude the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders and a prospectus in respect of the CompanyPorter Bancorp Shares to be issued as part of the Merger Considera▇▇▇▇ (together, (iiithe "Proxy Statement/Prospectus") with the time Commission as promptly as reasonably practicable. Porter Bancorp and Company shall cause the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (iv) the time of the Company Stockholders’ Meeting, and (v) the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent, or any of their respective Subsidiaries, or their respective officers or directors, is discovered by such party which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, such party shall promptly inform the other party. All documents that either the Company or Parent is responsible for filing with the SEC in connection with the transactions contemplated hereby will comply /Prospectu▇ ▇▇ ▇omply as to form and substance in all material respects with the applicable requirements of the Exchange Act, the Securities Act Act, and the rules and regulations thereunder of the NASDAQ Global Market. Each of Company and Porter Bancorp agrees to use all commercially reasonable efforts to ▇▇▇▇▇ the Registration Statement, including the Proxy Statement/Prospectus, to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof. Porter Bancorp also agrees to use commercially reasonable effor▇▇ ▇▇ obtain, prior to the effective date of the Registration Statement, all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. Company agrees to promptly furnish to Porter Bancorp all information concerning Company and Company's offic▇▇▇, directors and shareholders as may be reasonably requested in connection with the foregoing. Each of Porter Bancorp and Company shall promptly notify the other upon re▇▇▇▇▇ of any comments from the Commission or its staff or any request from the Commission or its staff for amendments or supplements to the Registration Statement or the Proxy Statement/Prospectus and shall promptly provide the other with copies of all correspondence between it and its representatives, on the one hand, and the Exchange Act Commission and its staff, on the other hand. Notwithstanding the foregoing, prior to filing the Registration Statement (or any amendment or supplement thereto), filing or mailing the Proxy Statement/Prospectus (or any amendment or supplement thereto), or responding to any comments of the Commission with respect thereto, each of Porter Bancorp and Company, as the case may be, (i) shall provide ▇▇▇ ▇ther party with a reasonable opportunity to review and comment on such document or response and (ii) shall include in such document or response all comments reasonably proposed by such other party. The Proxy Statement/Prospectus shall, on the date of mailing of the Proxy Statement/Prospectus and any amendments or supplements thereto, and at the time of the Shareholders Meeting, conform in all material respects to the requirements of the Securities Laws and the applicable rules and regulations promulgated thereunder. Company shall cause the Proxy Statement/Prospectus to be mailed to Company shareholders in accordance with all applicable notice requirements under the Securities Laws, the KBCA and the rules and regulations thereunderof the NASDAQ Global Market and shall solicit proxies from holders of Company Common Shares with respect to the vote on this Agreement and the transactions contemplated hereby at the Shareholders Meeting and shall take all other action reasonably necessary to secure the Company Requisite Vote.