Common use of RISK FACTORS Clause in Contracts

RISK FACTORS. In addition to the other information contained in or incorporated by reference into this joint proxy and consent solicitation statement/prospectus, including the matters addressed under the heading ‘‘Cautionary Statement Regarding Forward-Looking Statements,’’ you should carefully consider the following risk factors in deciding how to vote on or whether to consent or withhold consent to the proposals presented in this joint proxy and consent solicitation statement/prospectus. You should also consider the other information in, and the other documents incorporated by reference into, this joint proxy and consent solicitation statement/prospectus, including in particular the risk factors associated with Era’s business contained under the heading ‘‘Risk Factors’’ in Era’s Annual Report on Form 10-K for the year ended December 31, 2019. See ‘‘Where You Can Find More Information’’. Risks Related to the Merger Because the market price of Era Common Stock will fluctuate, Xxxxxxx stockholders cannot be certain of the market value of the Per Share Merger Consideration they will receive. Upon completion of the Merger, each holder of Xxxxxxx Common Stock, other than holders of dissenting shares, shall be entitled to receive, for each share of Xxxxxxx Common Stock, a number of shares of Era Common Stock equal to the Aggregate Merger Consideration divided by the number of shares of Xxxxxxx Common Stock outstanding immediately prior to the Merger (including any shares issued as a result of the Preferred Stock Conversion, any shares underlying Xxxxxxx options or restricted stock units and certain shares of Xxxxxxx Common Stock held in reserve), plus the cash value of any fractional shares of Era Common Stock that would otherwise be payable, as described under ‘‘The Merger—Terms of the Merger’’). Any change in the market price of Era Common Stock prior to completion of the Merger will affect the value of any shares of Era Common Stock Xxxxxxx stockholders receive as consideration in the Merger. The market price of Era Common Stock has fluctuated significantly since the signing of the Merger Agreement due to the COVID-19 pandemic and a decrease in oil and natural gas prices since the execution of the Merger Agreement and may continue to fluctuate as a result of a variety of factors, including general market and economic conditions over the past month, changes in Era’s or Xxxxxxx’x respective businesses, operations and prospects, and regulatory considerations. Many of these factors are outside Era’s or Xxxxxxx’x control. Accordingly, at the time of the Xxxxxxx Consent Deadline, Xxxxxxx stockholders will not know or be able to calculate the market price of Era Common Stock that they will receive upon completion of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities during the pendency of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities and obligates Era and Xxxxxxx to generally operate their businesses in the ordinary course in all material respects during the pendency of the Merger absent Era’s or Xxxxxxx’x prior written consent, as applicable. These restrictions could prevent Era and Xxxxxxx from pursuing attractive business opportunities or responding effectively to competitive pressures and industry developments that arise prior to the consummation of the Merger or termination of the Merger Agreement and are outside the ordinary course of business. In particular, the Merger Agreement restricts each of Era and Xxxxxxx from making certain acquisitions and dispositions without the prior written consent of the other party. If Era or Xxxxxxx is unable to take actions it believes are beneficial, such restrictions could have an adverse effect on Era’s and/or Xxxxxxx’x business, financial condition and results of operations. The Merger Agreement contains provisions that limit Era’s and Xxxxxxx’x ability to pursue alternatives to the Merger, which could discourage a potential competing acquiror of Era or Xxxxxxx from making a favorable alternative transaction proposal and, in specified circumstances, could require Era or Xxxxxxx to pay a termination fee. The Merger Agreement contains certain provisions that restrict Era’s and Xxxxxxx’x ability to solicit, initiate, facilitate or encourage any inquiries regarding, or the making of any proposal or offer that constitutes, a competing proposal, engage, continue or otherwise participate in any discussions or negotiations regarding, or furnish any non-public information to any person that has made or is, to the knowledge of Era or Xxxxxxx, as applicable, considering making a competing proposal, subject to customary exceptions and limitations. In addition, Era and Xxxxxxx generally have an opportunity to offer to modify the terms of the Merger Agreement in response to any third-party alternative transaction proposal before the Era Board or Xxxxxxx Board may change, qualify, withhold, withdraw or modify its recommendation that Era’s or Xxxxxxx’x stockholders, as applicable, approve the Merger. Further, even if the Era Board or the Xxxxxxx Board changes, qualifies, withholds, withdraws or modifies its recommendation, unless the Merger Agreement is terminated in accordance with its terms, Era or Xxxxxxx, as applicable, will still be required to submit the merger proposal to the vote of its stockholders. Upon termination of the Merger Agreement in certain circumstances relating to changes in the recommendation of the Era Board or Xxxxxxx Board in favor of the Merger or entry by Era or Xxxxxxx into an alternative transaction within 12 months of termination of the Merger Agreement, Era or Xxxxxxx will be required to pay a termination fee of $9.0 million, as applicable. These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Era or Xxxxxxx or pursuing an alternative transaction with Era or Xxxxxxx from considering or proposing such a transaction or might result in a potential third-party acquiror or merger partner proposing to pay a lower price to the stockholders of Era or Xxxxxxx than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances. If the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on Era’s and Xxxxxxx’x financial condition, stock price, results of operations, assets or business. Combining Era and Xxxxxxx may be more difficult, costly or time-consuming than currently expected, and Era and Xxxxxxx may fail to realize the anticipated benefits and cost savings of the Merger. Era and Xxxxxxx have operated and, until the completion of the Merger, will continue to operate, independently. The success of the Merger, including anticipated benefits and cost savings, will depend, in part, on Era’s and Xxxxxxx’x ability to successfully combine and integrate their businesses in a manner that does not materially disrupt existing customer relationships or result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect Era’s and/or Xxxxxxx’x ability to maintain relationships with customers and employees. The success of the Combined Company following the Merger may depend, in part, on the ability of Era and Xxxxxxx to integrate their two businesses, business models and cultures. If Era and Xxxxxxx experience difficulties in the integration process, including those listed above, they may fail to realize the anticipated benefits of the Merger in a timely manner or at all. The Combined Company’s business or results of operations or the value of its common stock may be materially and adversely affected as a result. Era and Xxxxxxx also expect to incur material one-time costs to achieve synergies and may fail to realize such estimated synergies. While Era and Xxxxxxx believe these synergies are achievable, their ability to achieve such estimated synergies in the amounts and time frame expected is subject to various assumptions by their management teams based on expectations that are subject to a number of risks, which may or may not be realized, the incurrence of other costs in Era and Xxxxxxx’x operations that may offset all or a portion of such synergies and other factors outside their control. As a consequence, Era and Xxxxxxx may not be able to realize all of these synergies within the time frame expected or at all. Era and Xxxxxxx may incur additional and/or unexpected costs to realize these synergies. In addition, if Era and Xxxxxxx fail to achieve the anticipated cost benefits in a timely manner, Era and Xxxxxxx may be unable realize all the anticipated synergies. Failure to achieve the expected synergies could significantly reduce the expected benefits associated with the Merger and adversely affect the Combined Company’s business, financial condition and results of operations. The completion of the Merger is subject to several conditions. There can be no assurances when or if the Merger will be completed. While Era and Xxxxxxx expect to complete the Merger in the middle of 2020, there can be no assurances as to the exact timing of completion of the Merger, or that the Merger will be completed at all. The completion of the Merger is subject to numerous conditions, including, among others, (i) receipt of requisite approvals of Era’s and Xxxxxxx’x stockholders and the filing of the Era Charter Amendment No. 1, (ii) the expiration of any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the ‘‘HSR Act’’) or any other antitrust laws, and there not being in effect any voluntary agreement with any antitrust authority under which Era and Xxxxxxx have agreed not to consummate the Merger, (iii) the absence of any governmental order or law prohibiting the consummation of the Merger, (iv) the effectiveness of the registration statement for the shares of Era Common Stock to be issued in the Merger and the authorization for listing of those shares on the NYSE, (v) the accuracy of the other party’s representations and warranties, subject to customary materiality standards, (vi) compliance of the other party with its respective covenants under the Merger Agreement in all material respects, and (vii) other customary closing conditions. If such conditions are not satisfied, the Merger will not be consummated unless such conditions are validly waived. Such conditions may jeopardize or delay consummation of the Merger or may reduce the anticipated benefits of the Merger. Further, no assurance can be given that the required approvals will be obtained or that the conditions to closing will be satisfied. Even if all such approvals are obtained, no assurance can be given as to the terms, conditions and timing of such approvals or that they will satisfy the terms of the Merger Agreement. If the Merger is not consummated by October 23, 2020 (as may be extended to a date no later than January 23, 2021 upon satisfaction of certain conditions to extension set forth in the Merger Agreement), either Era or Xxxxxxx may terminate the Merger Agreement. The Merger is subject to the requirements of the HSR Act, and regulatory authorities may impose conditions that could have an adverse effect on Era, Xxxxxxx and/or the Combined Company or that could delay, prevent or increase the costs associated with completion of the Merger. The Merger may not be consummated until notifications under the HSR Act are submitted to the Antitrust Division of the Department of Justice (the ‘‘DOJ’’) and the Federal Trade Commission (the ‘‘FTC’’) and the required waiting period has expired or been terminated. Era and Xxxxxxx submitted their respective Notification and Report forms under the HSR Act on February 6, 2020. On March 9, 2020, Era withdrew its Notification and Report form, and on March 11, 2020, Era refiled an updated Notification and Report form, thereby commencing a new thirty day waiting period, which expired on April 10, 2020 without any extension or further action by the U.S. antitrust agencies. In addition, private parties who may be adversely affected by the Merger and individual states may bring legal action under the antitrust laws in certain circumstances. Although Xxxxxxx and Era believe the consummation of the Merger will not likely be prohibited under the antitrust laws, there can be no assurance that a challenge to the Merger on antitrust grounds will not be made and, if a challenge is made, what the result will be. Under the Merger Agreement, Era and Xxxxxxx have agreed to use their reasonable best efforts to avoid or eliminate each and every impediment to consummation of the transaction under any applicable law that may be asserted by any governmental entity and to obtain all regulatory clearances or observe all regulatory review periods necessary to consummate the Merger and the transactions contemplated by the Merger Agreement as soon as commercially practicable so as to enable the closing to occur as soon as reasonably possible (and in any event, not later than the End Date). In addition, in order to consummate the Merger, Era and Xxxxxxx may be required to comply with conditions, terms, obligations or restrictions imposed by governmental entities under any antitrust law, including divestitures, and such conditions, terms, obligations or restrictions may have the effect of delaying consummation of the Merger, imposing additional material costs on or materially limiting the revenue of the Combined Company after the consummation of the Merger, or otherwise reducing the anticipated benefits to the Combined Company of the Merger. Such conditions, terms, obligations or restrictions may result in the delay or abandonment of the Merger. Notwithstanding any of the foregoing, Era and Xxxxxxx will not be obligated to negotiate, commit to or effect any action that would result in the sale, divestiture, disposal, holding separate, or other disposition of assets, contracts, businesses or product lines of Era and Xxxxxxx, or their respective subsidiaries generating, in the aggregate, Revenues (as defined below) in an aggregate amount in excess of $10.0 million. ‘‘Revenues’’ as used in the immediately preceding sentence means, with respect to any asset, contract, business or product line, gross revenues associated therewith for the twelve months ended December 31, 2019.

RISK FACTORS. In addition to the other information contained Participation in or incorporated by reference into this joint proxy and consent solicitation statement/prospectusoffer involves a number of potential risks, including those described below. The risks described below and the matters addressed risk factors under the heading ‘‘Cautionary Statement Regarding Forward-Looking Statements,’’ you should carefully consider the following risk factors entitled "Certain Factors That May Affect Future Results" in deciding how to vote on or whether to consent or withhold consent to the proposals presented in this joint proxy and consent solicitation statement/prospectus. You should also consider the other information in, and the other documents incorporated by reference into, this joint proxy and consent solicitation statement/prospectus, including in particular the risk factors associated with Era’s business contained under the heading ‘‘Risk Factors’’ in Era’s Annual our Quarterly Report on Form 10-K Q for the year fiscal quarter ended December January 31, 2019. See ‘‘Where You Can Find More Information’’. Risks Related to the Merger Because the market price of Era Common Stock will fluctuate2001, Xxxxxxx stockholders cannot be certain of the market value of the Per Share Merger Consideration they will receive. Upon completion of the Mergerfiled on March 16, each holder of Xxxxxxx Common Stock, other than holders of dissenting shares, shall be entitled to receive, for each share of Xxxxxxx Common Stock, a number of shares of Era Common Stock equal to the Aggregate Merger Consideration divided by the number of shares of Xxxxxxx Common Stock outstanding immediately prior to the Merger (including any shares issued as a result of the Preferred Stock Conversion, any shares underlying Xxxxxxx options or restricted stock units and certain shares of Xxxxxxx Common Stock held in reserve), plus the cash value of any fractional shares of Era Common Stock that would otherwise be payable2001, as described under ‘‘The Merger—Terms amended on March 19, 2001, highlight the material risks of the Merger’’)participating in this offer. Any change in the market price of Era Common Stock prior to completion of the Merger will affect the value of any shares of Era Common Stock Xxxxxxx stockholders receive as consideration in the Merger. The market price of Era Common Stock has fluctuated significantly since the signing of the Merger Agreement due to the COVID-19 pandemic and a decrease in oil and natural gas prices since the execution of the Merger Agreement and may continue to fluctuate as a result of a variety of factors, including general market and economic conditions over the past month, changes in Era’s or Xxxxxxx’x respective businesses, operations and prospects, and regulatory considerations. Many of Eligible participants should carefully consider these factors are outside Era’s or Xxxxxxx’x control. Accordingly, at the time of the Xxxxxxx Consent Deadline, Xxxxxxx stockholders will not know or be able to calculate the market price of Era Common Stock that they will receive upon completion of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities during the pendency of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities and obligates Era and Xxxxxxx to generally operate their businesses in the ordinary course in all material respects during the pendency of the Merger absent Era’s or Xxxxxxx’x prior written consent, as applicable. These restrictions could prevent Era and Xxxxxxx from pursuing attractive business opportunities or responding effectively to competitive pressures and industry developments that arise prior to the consummation of the Merger or termination of the Merger Agreement risks and are outside the ordinary course of business. In particular, the Merger Agreement restricts each of Era encouraged to speak with an investment and Xxxxxxx from making certain acquisitions and dispositions without the prior written consent of the other party. If Era tax advisor as necessary before deciding whether to surrender or Xxxxxxx is unable to take actions it believes are beneficial, such restrictions could have an adverse effect on Era’s and/or Xxxxxxx’x business, financial condition and results of operations. The Merger Agreement contains provisions that limit Era’s and Xxxxxxx’x ability to pursue alternatives to the Merger, which could discourage a potential competing acquiror of Era or Xxxxxxx from making a favorable alternative transaction proposal and, not surrender options in specified circumstances, could require Era or Xxxxxxx to pay a termination fee. The Merger Agreement contains certain provisions that restrict Era’s and Xxxxxxx’x ability to solicit, initiate, facilitate or encourage any inquiries regarding, or the making of any proposal or offer that constitutes, a competing proposal, engage, continue or otherwise participate in any discussions or negotiations regarding, or furnish any non-public information to any person that has made or is, to the knowledge of Era or Xxxxxxx, as applicable, considering making a competing proposal, subject to customary exceptions and limitationsthis offer. In addition, Era and Xxxxxxx generally have an opportunity we strongly urge you to offer to modify read the terms rest of these materials for a xxxxxx discussion of the Merger Agreement risks which may apply to you before deciding whether to surrender or not surrender your options in response this offer. ECONOMIC RISKS OF PARTICIPATING IN THIS OFFER IF OUR STOCK PRICE INCREASES AFTER THE DATE YOU SURRENDER YOUR EXISTING OPTIONS, YOUR SURRENDERED OPTIONS MIGHT HAVE BEEN WORTH MORE THAN THE NEW OPTIONS THAT YOU RECEIVE IN EXCHANGE FOR THEM. From time to any third-party alternative transaction proposal before time we engage in business acquisitions and other strategic transactions. We may engage in such transactions in the Era Board future which could significantly change our structure, ownership, organization or Xxxxxxx Board may change, qualify, withhold, withdraw or modify its recommendation that Era’s or Xxxxxxx’x stockholders, as applicable, approve the Merger. Further, even if the Era Board management or the Xxxxxxx Board changesmake-up of our board of directors, qualifies, withholds, withdraws or modifies its recommendation, unless and which could significantly affect the Merger Agreement is terminated price of our shares. If we engage in accordance with its terms, Era or Xxxxxxx, as applicable, will still be required to submit the merger proposal to the vote of its stockholders. Upon termination of the Merger Agreement in certain circumstances relating to changes in the recommendation of the Era Board or Xxxxxxx Board in favor of the Merger or entry by Era or Xxxxxxx into an alternative transaction within 12 months of termination of the Merger Agreement, Era or Xxxxxxx will be required to pay a termination fee of $9.0 million, as applicable. These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Era or Xxxxxxx or pursuing an alternative transaction with Era or Xxxxxxx from considering or proposing such a transaction or might result transactions before the date we grant the new options, our shares could increase (or decrease) in value, and the exercise price of the new options could be higher (or lower) than the exercise price of options you elect to have cancelled as part of this offer. As is outlined in Section 8, the exercise price of any new options granted to you in return for your surrendered options will be the fair market value of a potential third-party acquiror share of Class A common stock on the date of grant, as determined by the closing price reported by the Nasdaq National Market on the date of grant. You will be at risk of any such increase in our Class A common stock price before the grant date of the new options for these or merger partner proposing any other reasons. PARTICIPATION IN THIS OFFER WILL MAKE YOU INELIGIBLE TO RECEIVE ANY OPTION GRANTS UNTIL FEBRUARY 4, 2002 AT THE EARLIEST. Employees are generally eligible to pay a lower price receive option grants at any time that the board of directors or Compensation Committee chooses to make them. However, if you participate in this offer, you will not be eligible to receive any option grants until February 4, 2002 at the earliest because of potentially adverse accounting consequences to us if options were granted earlier. IF YOUR EMPLOYMENT TERMINATES PRIOR TO THE GRANT OF THE NEW OPTION, YOU WILL RECEIVE NEITHER A NEW OPTION NOR THE RETURN OF YOUR SURRENDERED OPTION. Once your option is surrendered and accepted by us, it is gone for good. Accordingly, if your employment terminates for any reason prior to the stockholders of Era or Xxxxxxx than it might otherwise have proposed to pay because grant of the added expense new option, you will have the benefit of neither the surrendered option nor the new option. TAX-RELATED RISKS OF RECEIVING AND PARTICIPATING IN THIS OFFER YOUR NEW OPTION MAY BE A NONQUALIFIED STOCK OPTION, WHEREAS YOUR SURRENDERED OPTION MAY HAVE BEEN AN INCENTIVE STOCK OPTION. If your surrendered option was an incentive stock option, your new option will be an incentive stock option, but only to the extent it qualifies as such under the Internal Revenue Code. For options to qualify as incentive stock options, the value of shares subject to the options and any other incentive stock options issued by us that first become exercisable by the optionholder in any calendar year cannot exceed $100,000, as determined using the value of the termination fee that may become payable in certain circumstances. If shares on the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on Era’s and Xxxxxxx’x financial condition, stock price, results of operations, assets or business. Combining Era and Xxxxxxx may be more difficult, costly or time-consuming than currently expected, and Era and Xxxxxxx may fail to realize the anticipated benefits and cost savings of the Merger. Era and Xxxxxxx have operated and, until the completion of the Merger, will continue to operate, independently. The success of the Merger, including anticipated benefits and cost savings, will depend, in part, on Era’s and Xxxxxxx’x ability to successfully combine and integrate their businesses in a manner that does not materially disrupt existing customer relationships or result in decreased revenues due to loss of customersgrant date. It is possible that by participating in this exchange, your options will exceed this limit and will be treated as nonqualified stock options to the integration process could result in the loss extent of key employeesthat excess. In general, the disruption of either company’s ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect Era’s and/or Xxxxxxx’x ability to maintain relationships with customers and employees. The success of the Combined Company following the Merger may depend, in part, on the ability of Era and Xxxxxxx to integrate their two businesses, business models and cultures. If Era and Xxxxxxx experience difficulties in the integration process, including those listed above, they may fail to realize the anticipated benefits of the Merger in a timely manner or at all. The Combined Company’s business or results of operations or the value of its common nonqualified stock options may be materially and adversely affected as less favorable to you from a resulttax perspective. Era and Xxxxxxx also expect to incur material one-time costs to achieve synergies and may fail to realize such estimated synergiesEVEN IF YOU ELECT NOT TO PARTICIPATE IN THIS OFFER, YOUR INCENTIVE STOCK OPTIONS MAY BE AFFECTED. While Era and Xxxxxxx We believe these synergies are achievable, their ability to achieve such estimated synergies in the amounts and time frame expected is subject to various assumptions by their management teams based on expectations that are subject to a number of risks, which may or may not be realized, the incurrence of other costs in Era and Xxxxxxx’x operations that may offset all or a portion of such synergies and other factors outside their control. As a consequence, Era and Xxxxxxx may not be able to realize all of these synergies within the time frame expected or at all. Era and Xxxxxxx may incur additional and/or unexpected costs to realize these synergies. In addition, if Era and Xxxxxxx fail to achieve the anticipated cost benefits in a timely manner, Era and Xxxxxxx may be unable realize all the anticipated synergies. Failure to achieve the expected synergies could significantly reduce the expected benefits associated with the Merger and adversely affect the Combined Company’s business, financial condition and results of operations. The completion of the Merger is subject to several conditions. There can be no assurances when or if the Merger will be completed. While Era and Xxxxxxx expect to complete the Merger in the middle of 2020, there can be no assurances as to the exact timing of completion of the Merger, or that the Merger will be completed at all. The completion of the Merger is subject to numerous conditions, including, among others, (i) receipt of requisite approvals of Era’s and Xxxxxxx’x stockholders and the filing of the Era Charter Amendment No. 1, (ii) the expiration of any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the ‘‘HSR Act’’) or any other antitrust laws, and there not being in effect any voluntary agreement with any antitrust authority under which Era and Xxxxxxx have agreed not to consummate the Merger, (iii) the absence of any governmental order or law prohibiting the consummation of the Merger, (iv) the effectiveness of the registration statement for the shares of Era Common Stock to be issued in the Merger and the authorization for listing of those shares on the NYSE, (v) the accuracy of the other party’s representations and warranties, subject to customary materiality standards, (vi) compliance of the other party with its respective covenants under the Merger Agreement in all material respects, and (vii) other customary closing conditions. If such conditions are not satisfied, the Merger you will not be consummated unless subject to current U.S. federal income tax if you do not elect to participate in this offer. We also believe that this offer will not change the U.S. federal income tax treatment of subsequent exercises of your incentive stock options (and sales of shares acquired upon exercise of such conditions are validly waivedoptions) if you do not participate in this offer. Such conditions may jeopardize or delay consummation of the Merger or may reduce the anticipated benefits of the Merger. FurtherHowever, no assurance can be given there is a risk that the required approvals IRS may characterize this offer as a "modification" of your eligible incentive stock options, even if you decline to participate. In 1991, the IRS issued a private letter ruling in which another company's option exchange program was characterized as a "modification" of any incentive stock option that could be exchanged (whether or not it was exchanged). This does not necessarily mean that our offer will be obtained or that viewed the conditions to closing will be satisfied. Even if all such approvals are obtainedsame way, no assurance can be given as to the terms, conditions and timing of such approvals or that they will satisfy the terms of the Merger Agreement. If the Merger is not consummated by October 23, 2020 (as may be extended to a date no later than January 23, 2021 upon satisfaction of certain conditions to extension set forth in the Merger Agreement), either Era or Xxxxxxx may terminate the Merger Agreement. The Merger is subject to the requirements of the HSR Act, and regulatory authorities may impose conditions that could have an adverse effect on Era, Xxxxxxx and/or the Combined Company or that could delay, prevent or increase the costs associated with completion of the Merger. The Merger may not be consummated until notifications under the HSR Act are submitted to the Antitrust Division of the Department of Justice (the ‘‘DOJ’’) and the Federal Trade Commission (the ‘‘FTC’’) and the required waiting period has expired or been terminated. Era and Xxxxxxx submitted their respective Notification and Report forms under the HSR Act on February 6, 2020. On March 9, 2020, Era withdrew its Notification and Report form, and on March 11, 2020, Era refiled an updated Notification and Report form, thereby commencing a new thirty day waiting period, which expired on April 10, 2020 without any extension or further action by the U.S. antitrust agencies. In addition, private parties who may be adversely affected by the Merger and individual states may bring legal action under the antitrust laws in certain circumstances. Although Xxxxxxx and Era believe the consummation of the Merger will not likely be prohibited under the antitrust laws, there can be no assurance that a challenge to the Merger on antitrust grounds will not be made and, if a challenge is madein fact, what the result will be. Under the Merger Agreement, Era and Xxxxxxx we believe that we have agreed to use their reasonable best efforts to avoid or eliminate each and every impediment to consummation of the transaction under any applicable law that may be asserted by any governmental entity and to obtain all regulatory clearances or observe all regulatory review periods necessary to consummate the Merger and the transactions contemplated by the Merger Agreement as soon as commercially practicable structured this offer so as to enable mitigate this risk. Private letter rulings issued by the closing IRS contain the IRS's opinion regarding only the specific facts presented by a specific person or company. We therefore do not know if the IRS will assert the position that our offer constitutes a "modification" of incentive stock options that can be surrendered. A successful assertion by the IRS of this position could extend the options' requisite holding periods to occur as soon as reasonably possible (qualify for favorable tax treatment and in any event, not later than the End Date). In addition, in order to consummate the Merger, Era and Xxxxxxx may be required to comply with conditions, terms, obligations or restrictions imposed by governmental entities under any antitrust law, including divestitures, and such conditions, terms, obligations or restrictions may have the effect of delaying consummation of the Merger, imposing additional material costs on or materially limiting the revenue of the Combined Company after the consummation of the Merger, or otherwise reducing the anticipated benefits to the Combined Company of the Merger. Such conditions, terms, obligations or restrictions may result in the delay or abandonment of the Merger. Notwithstanding any of the foregoing, Era and Xxxxxxx will not be obligated to negotiate, commit to or effect any action that would result in the sale, divestiture, disposal, holding separate, or other disposition of assets, contracts, businesses or product lines of Era and Xxxxxxx, or their respective subsidiaries generating, in the aggregate, Revenues (as defined below) in an aggregate amount in excess of $10.0 million. ‘‘Revenues’’ as used in the immediately preceding sentence means, with respect to any asset, contract, business or product line, gross revenues associated therewith for the twelve months ended December 31, 2019could also convert some incentive stock options into nonqualified stock options.

RISK FACTORS. In addition to An investment in the other information contained in or incorporated Debentures and the Units into which the Debentures may be converted offered hereby involves a high degree of risk and should not be made by reference into this joint proxy and consent solicitation statement/prospectus, including persons who cannot afford the matters addressed under the heading ‘‘Cautionary Statement Regarding Forward-Looking Statements,’’ you loss of their entire investment. Prospective investors should consider carefully consider the following risk factors in deciding how prior to vote on or whether to consent or withhold consent making any investment decision with respect to the proposals presented in this joint proxy and consent solicitation statement/prospectus. You should also consider the other information in, Debentures and the other documents incorporated by reference intoUnits into which they may be converted. The Company’s business and success is subject to numerous risk factors, this joint proxy in particular, the risks associated with the cannabis business in the United States, as detailed in its periodic reports filed with the U.S Securities and consent solicitation statement/prospectusExchange Commission, including in particular the risk factors associated with Era’s business contained under the heading ‘‘Risk Factors’’ in Era’s its Annual Report on Form 10-K for the year ended December 31, 20192017 which is available at no cost at wxx.xxx.xxx. See ‘‘Where You Can Find More Information’’. Risks Related Listed below are additional risk factors related to the Merger Because the market price of Era Common Stock will fluctuate, Xxxxxxx stockholders cannot be certain of the market value of the Per Share Merger Consideration they will receive. Upon completion of the Merger, each holder of Xxxxxxx Common Stock, other than holders of dissenting shares, shall be entitled to receive, for each share of Xxxxxxx Common Stock, a number of shares of Era Common Stock equal to the Aggregate Merger Consideration divided by the number of shares of Xxxxxxx Common Stock outstanding immediately prior to the Merger (including any shares issued as a result of the Preferred Stock Conversion, any shares underlying Xxxxxxx options or restricted stock units and certain shares of Xxxxxxx Common Stock held in reserve), plus the cash value of any fractional shares of Era Common Stock that would otherwise be payable, as described under ‘‘The Merger—Terms of the Merger’’). Any change in the market price of Era Common Stock prior to completion of the Merger will affect the value of any shares of Era Common Stock Xxxxxxx stockholders receive as consideration in the MergerOffering. The market price of Era Common Stock has fluctuated significantly since Securities Being Offered Are “Restricted” Securities. We are offering the signing of Debentures and the Merger Agreement due to the COVID-19 pandemic and a decrease in oil and natural gas prices since the execution of the Merger Agreement and may continue to fluctuate as a result of a variety of factors, including general market and economic conditions over the past month, changes in Era’s or Xxxxxxx’x respective businesses, operations and prospects, and regulatory considerations. Many of these factors are outside Era’s or Xxxxxxx’x control. Accordingly, at the time of the Xxxxxxx Consent Deadline, Xxxxxxx stockholders will not know or be able to calculate the market price of Era Common Stock that Units into which they will receive upon completion of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities during the pendency of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities and obligates Era and Xxxxxxx to generally operate their businesses in the ordinary course in all material respects during the pendency of the Merger absent Era’s or Xxxxxxx’x prior written consent, as applicable. These restrictions could prevent Era and Xxxxxxx from pursuing attractive business opportunities or responding effectively to competitive pressures and industry developments that arise prior to the consummation of the Merger or termination of the Merger Agreement and are outside the ordinary course of business. In particular, the Merger Agreement restricts each of Era and Xxxxxxx from making certain acquisitions and dispositions without the prior written consent of the other party. If Era or Xxxxxxx is unable to take actions it believes are beneficial, such restrictions could have an adverse effect on Era’s and/or Xxxxxxx’x business, financial condition and results of operations. The Merger Agreement contains provisions that limit Era’s and Xxxxxxx’x ability to pursue alternatives to the Merger, which could discourage a potential competing acquiror of Era or Xxxxxxx from making a favorable alternative transaction proposal and, in specified circumstances, could require Era or Xxxxxxx to pay a termination fee. The Merger Agreement contains certain provisions that restrict Era’s and Xxxxxxx’x ability to solicit, initiate, facilitate or encourage any inquiries regarding, or the making of any proposal or offer that constitutes, a competing proposal, engage, continue or otherwise participate in any discussions or negotiations regarding, or furnish any non-public information to any person that has made or is, to the knowledge of Era or Xxxxxxx, as applicable, considering making a competing proposal, subject to customary exceptions and limitations. In addition, Era and Xxxxxxx generally have an opportunity to offer to modify the terms of the Merger Agreement in response to any third-party alternative transaction proposal before the Era Board or Xxxxxxx Board may change, qualify, withhold, withdraw or modify its recommendation that Era’s or Xxxxxxx’x stockholders, as applicable, approve the Merger. Further, even if the Era Board or the Xxxxxxx Board changes, qualifies, withholds, withdraws or modifies its recommendation, unless the Merger Agreement is terminated in accordance with its terms, Era or Xxxxxxx, as applicable, will still be required to submit the merger proposal to the vote of its stockholders. Upon termination of the Merger Agreement in certain circumstances relating to changes in the recommendation of the Era Board or Xxxxxxx Board in favor of the Merger or entry by Era or Xxxxxxx into an alternative transaction within 12 months of termination of the Merger Agreement, Era or Xxxxxxx will be required to pay a termination fee of $9.0 million, as applicable. These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Era or Xxxxxxx or pursuing an alternative transaction with Era or Xxxxxxx from considering or proposing such a transaction or might result in a potential third-party acquiror or merger partner proposing to pay a lower price to the stockholders of Era or Xxxxxxx than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances. If the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on Era’s and Xxxxxxx’x financial condition, stock price, results of operations, assets or business. Combining Era and Xxxxxxx may be more difficult, costly or time-consuming than currently expected, and Era and Xxxxxxx may fail converted pursuant to realize the anticipated benefits and cost savings of the Merger. Era and Xxxxxxx have operated and, until the completion of the Merger, will continue to operate, independently. The success of the Merger, including anticipated benefits and cost savings, will depend, in part, on Era’s and Xxxxxxx’x ability to successfully combine and integrate their businesses in a manner that does not materially disrupt existing customer relationships or result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect Era’s and/or Xxxxxxx’x ability to maintain relationships with customers and employees. The success of the Combined Company following the Merger may depend, in part, on the ability of Era and Xxxxxxx to integrate their two businesses, business models and cultures. If Era and Xxxxxxx experience difficulties in the integration process, including those listed above, they may fail to realize the anticipated benefits of the Merger in a timely manner or at all. The Combined Company’s business or results of operations or the value of its common stock may be materially and adversely affected as a result. Era and Xxxxxxx also expect to incur material one-time costs to achieve synergies and may fail to realize such estimated synergies. While Era and Xxxxxxx believe these synergies are achievable, their ability to achieve such estimated synergies in the amounts and time frame expected is subject to various assumptions by their management teams based on expectations that are subject to a number of risks, which may or may not be realized, the incurrence of other costs in Era and Xxxxxxx’x operations that may offset all or a portion of such synergies and other factors outside their control. As a consequence, Era and Xxxxxxx may not be able to realize all of these synergies within the time frame expected or at all. Era and Xxxxxxx may incur additional and/or unexpected costs to realize these synergies. In addition, if Era and Xxxxxxx fail to achieve the anticipated cost benefits in a timely manner, Era and Xxxxxxx may be unable realize all the anticipated synergies. Failure to achieve the expected synergies could significantly reduce the expected benefits associated with the Merger and adversely affect the Combined Company’s business, financial condition and results of operations. The completion of the Merger is subject to several conditions. There can be no assurances when or if the Merger will be completed. While Era and Xxxxxxx expect to complete the Merger in the middle of 2020, there can be no assurances as to the exact timing of completion of the Merger, or that the Merger will be completed at all. The completion of the Merger is subject to numerous conditions, including, among others, (i) receipt of requisite approvals of Era’s and Xxxxxxx’x stockholders and the filing of the Era Charter Amendment No. 1, (ii) the expiration of any applicable waiting period an exemption from registration under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Securities Act of 19761933, as amended (the ‘‘HSR “Securities Act’’”), which imposes substantial restrictions on the transfer of such securities. All certificates which evidence the Debentures and any Shares that may be issued if and when converted will be inscribed with a printed legend which clearly describes the applicable restrictions on transfer or resale by the owner thereof. Accordingly, each investor should be aware of the long-term illiquid nature of his investment. In no event may such securities be sold, pledged, hypothecated, assigned or otherwise transferred unless such securities are registered under the Securities Act and applicable state securities laws or we received an opinion of counsel that an exemption from registration is available with respect thereto. Rule 144, the primary exemption for resales of restricted securities is only available for securities of issuers providing current information to the public. Although we file reports required by the Securities Exchange Act of 1934, which generally satisfied that information requirement, we may in the future either be unwilling or unable to file such reports, which could preclude reliance on Rule 144. Additionally, Rule 144 imposes a minimum holding period of at least six (6) months. Thus, each investor should be prepared to bear the risk of such investment for an indefinite period of time. Finally, we are not required to provide any registration rights to purchasers of the Debentures – either with respect to the Debentures or any other antitrust laws, and there not being in effect any voluntary agreement with any antitrust authority under which Era and Xxxxxxx have agreed not to consummate the Merger, (iii) the absence of any governmental order or law prohibiting the consummation of the Merger, (iv) the effectiveness of the registration statement for the shares of Era Common Stock to Shares that might be issued in the Merger and the authorization for listing of those shares on the NYSE, (v) the accuracy of the other party’s representations and warranties, subject to customary materiality standards, (vi) compliance of the other party with its respective covenants under the Merger Agreement in all material respects, and (vii) other customary closing conditions. If such conditions are not satisfied, the Merger will not be consummated unless such conditions are validly waived. Such conditions may jeopardize or delay consummation of the Merger or may reduce the anticipated benefits of the Merger. Further, no assurance can be given that the required approvals will be obtained or that the conditions to closing will be satisfied. Even if all such approvals are obtained, no assurance can be given as to the terms, conditions and timing of such approvals or that they will satisfy the terms of the Merger Agreement. If the Merger is not consummated by October 23, 2020 (as may be extended to a date no later than January 23, 2021 future upon satisfaction of certain conditions to extension set forth in the Merger Agreement), either Era or Xxxxxxx may terminate the Merger Agreement. The Merger is subject to the requirements of the HSR Act, and regulatory authorities may impose conditions that could have an adverse effect on Era, Xxxxxxx and/or the Combined Company or that could delay, prevent or increase the costs associated with completion of the Merger. The Merger may not be consummated until notifications under the HSR Act are submitted to the Antitrust Division of the Department of Justice (the ‘‘DOJ’’) and the Federal Trade Commission (the ‘‘FTC’’) and the required waiting period has expired or been terminated. Era and Xxxxxxx submitted their respective Notification and Report forms under the HSR Act on February 6, 2020. On March 9, 2020, Era withdrew its Notification and Report form, and on March 11, 2020, Era refiled an updated Notification and Report form, thereby commencing a new thirty day waiting period, which expired on April 10, 2020 without any extension or further action by the U.S. antitrust agencies. In addition, private parties who may be adversely affected by the Merger and individual states may bring legal action under the antitrust laws in certain circumstances. Although Xxxxxxx and Era believe the consummation of the Merger will not likely be prohibited under the antitrust laws, there can be no assurance that a challenge to the Merger on antitrust grounds will not be made and, if a challenge is made, what the result will be. Under the Merger Agreement, Era and Xxxxxxx have agreed to use their reasonable best efforts to avoid or eliminate each and every impediment to consummation of the transaction under any applicable law that may be asserted by any governmental entity and to obtain all regulatory clearances or observe all regulatory review periods necessary to consummate the Merger and the transactions contemplated by the Merger Agreement as soon as commercially practicable so as to enable the closing to occur as soon as reasonably possible (and in any event, not later than the End Date). In addition, in order to consummate the Merger, Era and Xxxxxxx may be required to comply with conditions, terms, obligations or restrictions imposed by governmental entities under any antitrust law, including divestitures, and such conditions, terms, obligations or restrictions may have the effect of delaying consummation of the Merger, imposing additional material costs on or materially limiting the revenue of the Combined Company after the consummation of the Merger, or otherwise reducing the anticipated benefits to the Combined Company of the Merger. Such conditions, terms, obligations or restrictions may result in the delay or abandonment of the Merger. Notwithstanding any of the foregoing, Era and Xxxxxxx will not be obligated to negotiate, commit to or effect any action that would result in the sale, divestiture, disposal, holding separate, or other disposition of assets, contracts, businesses or product lines of Era and Xxxxxxx, or their respective subsidiaries generating, in the aggregate, Revenues (as defined below) in an aggregate amount in excess of $10.0 million. ‘‘Revenues’’ as used in the immediately preceding sentence means, with respect to any asset, contract, business or product line, gross revenues associated therewith for the twelve months ended December 31, 2019conversion.

RISK FACTORS. In addition to the other information contained in or included and incorporated by reference into this joint proxy and consent solicitation statement/prospectus, including the matters addressed under the heading ‘‘in “Cautionary Statement Regarding Forward-Looking Statements,’’ ” you should carefully consider the following risk factors in risks before deciding how to vote vote. In addition, you should read and consider the risks associated with each of the businesses of Realty Income and VEREIT because these risks will also affect Realty Income following completion of the transactions. These risks can be found in the respective Quarterly Reports on or whether to consent or withhold consent to Form 10-Q for the proposals presented in quarter ended March 31, 2021 of Realty Income and VEREIT, each of which is filed with the SEC and incorporated by reference into this joint proxy and consent solicitation statement/prospectus. You should also read and consider the other information in, in this joint proxy statement/ prospectus and the other documents incorporated by reference into, into this joint proxy and consent solicitation statement/prospectus. For more information, including in particular the risk factors associated with Era’s business contained under the heading ‘‘Risk Factors’’ in Era’s Annual Report on Form 10-K for the year ended December 31, 2019. See ‘‘see “Where You Can Find More Information’’. .” Risks Related Relating to the Merger Because the market price of Era Common Stock will fluctuate, Xxxxxxx stockholders canMergers The Mergers may not be certain completed on the terms or timeline currently contemplated, or at all. Completion of the market value Mergers is subject to many conditions and if these conditions are not satisfied or waived, the Mergers will not be completed, which could adversely affect the businesses of Realty Income or VEREIT, and, in certain circumstances, result in the Per Share Merger Consideration they will receiverequirement that Realty Income or VEREIT pays a certain termination fee. Upon The completion of the MergerMergers is subject to certain conditions, including: (1) approval by Realty Income’s common stockholders of the Realty Income Issuance Proposal, and VEREIT’s common stockholders of the VEREIT Merger Proposal; (2) approval for listing on the NYSE of Realty Income common stock to be issued in the Mergers or reserved for issuance in connection therewith; (3) no injunction or law prohibiting the Mergers; (4) accuracy of each holder party’s representations, subject in most cases to materiality or material adverse effect qualifications; (5) material compliance with each party’s covenants; (6) receipt by each of Xxxxxxx Common Stock, other than holders Realty Income and VEREIT of dissenting shares, shall be entitled to receive, for each share of Xxxxxxx Common Stock, a number of shares of Era Common Stock equal an opinion to the Aggregate Merger Consideration divided by the number of shares of Xxxxxxx Common Stock outstanding immediately prior to the Merger (including any shares issued as a result of the Preferred Stock Conversion, any shares underlying Xxxxxxx options or restricted stock units and certain shares of Xxxxxxx Common Stock held in reserve), plus the cash value of any fractional shares of Era Common Stock effect that would otherwise be payable, as described under ‘‘The Merger—Terms of the Merger’’). Any change in the market price of Era Common Stock prior to completion of the Merger will affect qualify as a “reorganization” within the value meaning of any shares of Era Common Stock Xxxxxxx stockholders receive as consideration in the Merger. The market price of Era Common Stock has fluctuated significantly since the signing Section 368(a) of the Merger Agreement due to Code; (7) receipt by VEREIT of an opinion that Realty Income qualifies as a REIT under the COVID-19 pandemic Code and receipt by Realty Income of an opinion that XXXXXX qualifies as a decrease in oil REIT under the Code; and natural gas prices since the execution (8) effectiveness of the Merger Agreement and may continue to fluctuate as registration statement of which this joint proxy statement/prospectus is a result of a variety of factorspart. In addition, including general market and economic conditions over the past month, changes in Era’s or Xxxxxxx’x respective businesses, operations and prospects, and regulatory considerations. Many of these factors are outside Era’s or Xxxxxxx’x control. Accordingly, at the time of the Xxxxxxx Consent Deadline, Xxxxxxx stockholders Realty Income will not know or be able obligated to calculate consummate the market price of Era Common Stock that they will receive upon completion Mergers before January 29, 2022 unless the Spin-Off is ready, in all respects, to be consummated contemporaneously with the closing of the Merger. The Merger Agreement subjects Era If this condition is not satisfied or waived by Realty Income by January 29, 2022, and Xxxxxxx all other conditions to restrictions on their business activities during closing have been satisfied, the pendency parties will be obligated to close the Mergers, regardless of whether the MergerSpin-Off is ready to be consummated. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities and obligates Era and Xxxxxxx to generally operate their businesses in the ordinary course in all material respects during the pendency of the Merger absent Era’s In addition, Realty Income or Xxxxxxx’x prior written consent, as applicable. These restrictions could prevent Era and Xxxxxxx from pursuing attractive business opportunities or responding effectively to competitive pressures and industry developments that arise prior to the consummation of the Merger or termination of VEREIT may terminate the Merger Agreement under certain circumstances, including, among other reasons, if the Mergers are not completed by April 29, 2022. Neither Realty Income nor VEREIT can provide assurance that these conditions to completing the Mergers will be satisfied or waived, and are outside accordingly, that the ordinary course of businessMergers will be completed on the terms or timeline that the parties anticipate or at all. In particular, Failure to consummate the Merger Agreement restricts each of Era and Xxxxxxx from making certain acquisitions and dispositions without the prior written consent of the other party. If Era or Xxxxxxx is unable to take actions it believes are beneficial, such restrictions could have an adverse effect on EraMergers may adversely affect Realty Income’s and/or Xxxxxxx’x businessVEREIT’s results of operations, financial condition and results of operations. The Merger Agreement contains provisions that limit Era’s business prospects for many reasons, including, among others: (i) Realty Income and Xxxxxxx’x ability to pursue alternatives VEREIT will have incurred substantial costs relating to the MergerMergers, such as legal, accounting, financial advisor, filing, printing and mailing fees and integration costs that have already been incurred or will continue to be incurred until the closing of the Mergers, which could discourage a potential competing acquiror adversely affect their respective financial conditions, results of Era operations and ability to make distributions to their respective stockholders and to pay the principal of and interest on its debt securities and other indebtedness; (ii) the Mergers, whether or Xxxxxxx from making a favorable alternative transaction proposal andnot they close, will divert the attention of the management of each of Realty Income and VEREIT instead of enabling them to more fully pursue other opportunities that could be beneficial to the companies, in specified circumstanceseach case, could require Era or Xxxxxxx to pay a termination fee. The Merger Agreement contains certain provisions that restrict Era’s and Xxxxxxx’x ability to solicit, initiate, facilitate or encourage without realizing any inquiries regarding, of the benefits of having completed the Mergers or the making other transactions contemplated by the Merger Agreement; and (iii) any reputational harm due to the adverse perception of any proposal or offer that constitutes, a competing proposal, engage, continue or otherwise participate in any discussions or negotiations regarding, or furnish any non-public information failure to any person that has made or is, to successfully complete the knowledge of Era or Xxxxxxx, as applicable, considering making a competing proposal, subject to customary exceptions and limitationsMergers. In addition, Era and Xxxxxxx generally have an opportunity to offer to modify the terms of the Merger Agreement in response to any third-party alternative transaction proposal before the Era Board or Xxxxxxx Board may change, qualify, withhold, withdraw or modify its recommendation that Era’s or Xxxxxxx’x stockholders, as applicable, approve the Merger. Further, even if the Era Board or the Xxxxxxx Board changes, qualifies, withholds, withdraws or modifies its recommendation, unless the Merger Agreement is terminated in accordance with its terms, Era or Xxxxxxx, as applicable, will still be required to submit the merger proposal to the vote of its stockholders. Upon termination of the Merger Agreement in under certain circumstances relating to changes in the recommendation of the Era Board specified therein, Realty Income or Xxxxxxx Board in favor of the Merger or entry by Era or Xxxxxxx into an alternative transaction within 12 months of termination of the Merger Agreement, Era or Xxxxxxx will VEREIT may be required to pay the other party a termination fee of $9.0 millionand/or an expense reimbursement fee, as applicable. These provisions could discourage a potential third-party acquiror or merger partner that might have an interest more fully described in acquiring all or a significant portion of Era or Xxxxxxx or pursuing an alternative transaction with Era or Xxxxxxx from considering or proposing such a transaction or might result in a potential third-party acquiror or merger partner proposing to pay a lower price to the stockholders of Era or Xxxxxxx than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances. If the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on Era’s and Xxxxxxx’x financial condition, stock price, results of operations, assets or business. Combining Era and Xxxxxxx may be more difficult, costly or time-consuming than currently expected, and Era and Xxxxxxx may fail to realize the anticipated benefits and cost savings of the Merger. Era and Xxxxxxx have operated and, until the completion of the Merger, will continue to operate, independently. “The success of the Merger, including anticipated benefits and cost savings, will depend, in part, on Era’s and Xxxxxxx’x ability to successfully combine and integrate their businesses in a manner that does not materially disrupt existing customer relationships or result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect Era’s and/or Xxxxxxx’x ability to maintain relationships with customers and employees. Mergers — The success of the Combined Company following the Merger may depend, in part, on the ability of Era and Xxxxxxx to integrate their two businesses, business models and cultures. If Era and Xxxxxxx experience difficulties in the integration process, including those listed above, they may fail to realize the anticipated benefits of the Merger in a timely manner or at all. The Combined Company’s business or results of operations or the value of its common stock may be materially and adversely affected as a result. Era and Xxxxxxx also expect to incur material one-time costs to achieve synergies and may fail to realize such estimated synergies. While Era and Xxxxxxx believe these synergies are achievable, their ability to achieve such estimated synergies in the amounts and time frame expected is subject to various assumptions by their management teams based on expectations that are subject to a number of risks, which may or may not be realized, the incurrence of other costs in Era and Xxxxxxx’x operations that may offset all or a portion of such synergies and other factors outside their control. As a consequence, Era and Xxxxxxx may not be able to realize all of these synergies within the time frame expected or at all. Era and Xxxxxxx may incur additional and/or unexpected costs to realize these synergies. In addition, if Era and Xxxxxxx fail to achieve the anticipated cost benefits in a timely manner, Era and Xxxxxxx may be unable realize all the anticipated synergies. Failure to achieve the expected synergies could significantly reduce the expected benefits associated with the Merger and adversely affect the Combined Company’s business, financial condition and results of operations. The completion of the Merger is subject to several conditions. There can be no assurances when or if the Merger will be completed. While Era and Xxxxxxx expect to complete the Merger in the middle of 2020, there can be no assurances as to the exact timing of completion of the Merger, or that the Merger will be completed at all. The completion of the Merger is subject to numerous conditions, including, among others, (i) receipt of requisite approvals of Era’s and Xxxxxxx’x stockholders and the filing of the Era Charter Amendment No. 1, (ii) the expiration of any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the ‘‘HSR Act’’) or any other antitrust laws, and there not being in effect any voluntary agreement with any antitrust authority under which Era and Xxxxxxx have agreed not to consummate the Merger, (iii) the absence of any governmental order or law prohibiting the consummation of the Merger, (iv) the effectiveness of the registration statement for the shares of Era Common Stock to be issued in the Merger and the authorization for listing of those shares on the NYSE, (v) the accuracy of the other party’s representations and warranties, subject to customary materiality standards, (vi) compliance of the other party with its respective covenants under the Merger Agreement in all material respects, and (vii) other customary closing conditions. If such conditions are not satisfied, the Merger will not be consummated unless such conditions are validly waived. Such conditions may jeopardize or delay consummation of the Merger or may reduce the anticipated benefits of the Merger. Further, no assurance can be given that the required approvals will be obtained or that the conditions to closing will be satisfied. Even if all such approvals are obtained, no assurance can be given as to the terms, conditions and timing of such approvals or that they will satisfy the terms of the Merger Agreement. If the Merger is not consummated by October 23, 2020 (as may be extended to a date no later than January 23, 2021 upon satisfaction of certain conditions to extension set forth in the Merger Agreement), either Era or Xxxxxxx may terminate the Merger Agreement. The Merger is subject to the requirements of the HSR Act, and regulatory authorities may impose conditions that could have an adverse effect on Era, Xxxxxxx and/or the Combined Company or that could delay, prevent or increase the costs associated with completion of the Merger. The Merger may not be consummated until notifications under the HSR Act are submitted to the Antitrust Division of the Department of Justice (the ‘‘DOJ’’) and the Federal Trade Commission (the ‘‘FTC’’) and the required waiting period has expired or been terminated. Era and Xxxxxxx submitted their respective Notification and Report forms under the HSR Act on February 6, 2020. On March 9, 2020, Era withdrew its Notification and Report form, and on March 11, 2020, Era refiled an updated Notification and Report form, thereby commencing a new thirty day waiting period, which expired on April 10, 2020 without any extension or further action by the U.S. antitrust agencies. In addition, private parties who may be adversely affected by the Merger and individual states may bring legal action under the antitrust laws in certain circumstances. Although Xxxxxxx and Era believe the consummation of the Merger will not likely be prohibited under the antitrust laws, there can be no assurance that a challenge to the Merger on antitrust grounds will not be made and, if a challenge is made, what the result will be. Under the Merger Agreement, Era and Xxxxxxx have agreed to use their reasonable best efforts to avoid or eliminate each and every impediment to consummation of the transaction under any applicable law that may be asserted by any governmental entity and to obtain all regulatory clearances or observe all regulatory review periods necessary to consummate the Merger and the transactions contemplated by the Merger Agreement as soon as commercially practicable so as to enable the closing to occur as soon as reasonably possible (and in any event, not later than the End Date). In addition, in order to consummate the Merger, Era and Xxxxxxx may be required to comply with conditions, terms, obligations or restrictions imposed by governmental entities under any antitrust law, including divestitures, and such conditions, terms, obligations or restrictions may have the effect of delaying consummation of the Merger, imposing additional material costs on or materially limiting the revenue of the Combined Company after the consummation of the Merger, or otherwise reducing the anticipated benefits to the Combined Company of the Merger. Such conditions, terms, obligations or restrictions may result in the delay or abandonment of the Merger. Notwithstanding any of the foregoing, Era and Xxxxxxx will not be obligated to negotiate, commit to or effect any action that would result in the sale, divestiture, disposal, holding separate, or other disposition of assets, contracts, businesses or product lines of Era and Xxxxxxx, or their respective subsidiaries generating, in the aggregate, Revenues (as defined below) in an aggregate amount in excess of $10.0 million. ‘‘Revenues’’ as used in the immediately preceding sentence means, with respect to any asset, contract, business or product line, gross revenues associated therewith for the twelve months ended December 31, 2019.”

RISK FACTORS. In addition An investment in the Securities of the Company involves a high degree of risk and should be considered only by persons who can afford to the other information contained lose their entire investment and who have no need for liquidity in or incorporated by reference into this joint proxy and consent solicitation statement/prospectus, including the matters addressed under the heading ‘‘Cautionary Statement Regarding Forward-Looking Statements,’’ you their investment. You should carefully consider the following risk factors in deciding how to vote on or whether to consent or withhold consent to the proposals presented in this joint proxy and consent solicitation statement/prospectus. You should also consider the other information indescribed below, and discussed in the other documents incorporated by reference into, this joint proxy and consent solicitation statement/prospectus, including in particular the risk factors associated with Era’s business contained under the heading ‘‘section titled “Risk Factors’’ ” in Era’s our most recent Annual Report on Form 10-K for K, as well as the year ended December 31risks, 2019uncertainties and additional information set forth in our SEC Filings incorporated by reference herein. See ‘‘Where You Can Find More Information’’Our business, financial condition or results of operations could be materially adversely affected by any of these risks. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment. Risks Related to the Merger Because Securities and This Offering There is no public market for the market price of Era Common Stock will fluctuate, Xxxxxxx stockholders cannot be certain of the market value of the Per Share Merger Consideration they will receive. Upon completion of the Merger, each holder of Xxxxxxx Common Stock, other than holders of dissenting shares, shall be entitled to receive, for each share of Xxxxxxx Common Stock, a number of shares of Era Common Stock equal to the Aggregate Merger Consideration divided by the number of shares of Xxxxxxx Common Stock outstanding immediately prior to the Merger (including any shares issued as a result of the Series O Preferred Stock Conversion, any shares underlying Xxxxxxx options Shares or restricted stock units and certain shares of Xxxxxxx Common Stock held in reserve), plus the cash value of any fractional shares of Era Common Stock that would otherwise be payable, as described under ‘‘The Merger—Terms of the Merger’’). Any change in the market price of Era Common Stock prior to completion of the Merger will affect the value of any shares of Era Common Stock Xxxxxxx stockholders receive as consideration in the Merger. The market price of Era Common Stock has fluctuated significantly since the signing of the Merger Agreement due to the COVID-19 pandemic Series P Preferred Shares and a decrease in oil and natural gas prices since limited public market for the execution of common stock. There is no public market for the Merger Agreement and may continue to fluctuate as a result of a variety of factors, including general market and economic conditions over Series O Preferred Shares or the past month, changes in Era’s or Xxxxxxx’x respective businesses, operations and prospectsSeries P Preferred Shares, and regulatory considerations. Many of these factors are outside Era’s we not intend to have such securities quoted or Xxxxxxx’x control. Accordingly, at the time of the Xxxxxxx Consent Deadline, Xxxxxxx stockholders will not know or be able to calculate the market price of Era Common Stock that they will receive upon completion of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions listed on their business activities during the pendency of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities and obligates Era and Xxxxxxx to generally operate their businesses in the ordinary course in all material respects during the pendency of the Merger absent Era’s or Xxxxxxx’x prior written consent, as applicable. These restrictions could prevent Era and Xxxxxxx from pursuing attractive business opportunities or responding effectively to competitive pressures and industry developments that arise prior to the consummation of the Merger or termination of the Merger Agreement and are outside the ordinary course of business. In particular, the Merger Agreement restricts each of Era and Xxxxxxx from making certain acquisitions and dispositions without the prior written consent of the other party. If Era or Xxxxxxx is unable to take actions it believes are beneficial, such restrictions could have an adverse effect on Era’s and/or Xxxxxxx’x business, financial condition and results of operations. The Merger Agreement contains provisions that limit Era’s and Xxxxxxx’x ability to pursue alternatives to the Merger, which could discourage a potential competing acquiror of Era or Xxxxxxx from making a favorable alternative transaction proposal and, in specified circumstances, could require Era or Xxxxxxx to pay a termination fee. The Merger Agreement contains certain provisions that restrict Era’s and Xxxxxxx’x ability to solicit, initiate, facilitate or encourage any inquiries regarding, or the making of any proposal or offer that constitutes, a competing proposal, engage, continue or otherwise participate in any discussions or negotiations regarding, or furnish any non-public information to any person that has made or is, to the knowledge of Era or Xxxxxxx, as applicable, considering making a competing proposal, subject to customary exceptions and limitationsmarket. In addition, Era and Xxxxxxx generally our common stock is quoted on the OTC Pink which is an unorganized, inter-dealer, over-the-counter market which provides significantly less liquidity than the NASDAQ Capital Market or other national securities exchange. These factors may have an opportunity adverse impact on the trading and price of our common stock. The Securities will be subject to offer restrictions on resale. We have not registered the sale of any of the Securities under the Securities Act or any state securities laws. The securities offered hereby are highly illiquid, and are not transferable except in accordance with the Securities Act. Consequently, the Securities may not be resold or otherwise transferred unless they are subsequently registered under applicable securities laws or an exemption therefrom is available. In view of these and other limitations to modify the transfer of the Securities as described herein, the Securities should be considered an illiquid investment which may need to be held indefinitely. Limitations on the transfer of the Securities may also adversely affect the price that a Subscriber might be able to obtain for such securities in a private sale. The price of the Units has been determined without a third party valuation or fairness opinion. We have set the price of Units without the benefit of any third party valuation or fairness opinion or review. You must make your own determination as to the accuracy, fairness or reasonableness of the price of the Units and the other terms of the Merger Agreement in response Offering. We will have significant discretion over the use of the gross proceeds. The Company intends to any third-party alternative transaction proposal before use the Era Board or Xxxxxxx Board may changenet proceeds of this Offering for general corporate purposes and to meet working capital needs. Accordingly, qualify, withhold, withdraw or modify its recommendation that Era’s or Xxxxxxx’x stockholders, Company management will have broad discretion as applicable, approve the Merger. Further, even if the Era Board or the Xxxxxxx Board changes, qualifies, withholds, withdraws or modifies its recommendation, unless the Merger Agreement is terminated in accordance with its terms, Era or Xxxxxxx, as applicable, will still be required to submit the merger proposal to the vote of its stockholders. Upon termination of the Merger Agreement in certain circumstances relating to changes in the recommendation of the Era Board or Xxxxxxx Board in favor of the Merger or entry by Era or Xxxxxxx into an alternative transaction within 12 months of termination of the Merger Agreement, Era or Xxxxxxx will be required to pay a termination fee of $9.0 million, as applicable. These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Era or Xxxxxxx or pursuing an alternative transaction with Era or Xxxxxxx from considering or proposing such a transaction or might result in a potential third-party acquiror or merger partner proposing to pay a lower price to the stockholders of Era or Xxxxxxx than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances. If the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on Era’s and Xxxxxxx’x financial condition, stock price, results of operations, assets or business. Combining Era and Xxxxxxx may be more difficult, costly or time-consuming than currently expected, and Era and Xxxxxxx may fail to realize the anticipated benefits and cost savings of the Merger. Era and Xxxxxxx have operated and, until the completion of the Merger, will continue to operate, independently. The success of the Merger, including anticipated benefits and cost savings, will depend, in part, on Era’s and Xxxxxxx’x ability to successfully combine and integrate their businesses in a manner that does not materially disrupt existing customer relationships or result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect Era’s and/or Xxxxxxx’x ability to maintain relationships with customers and employees. The success of the Combined Company following the Merger may depend, in part, on the ability of Era and Xxxxxxx to integrate their two businesses, business models and cultures. If Era and Xxxxxxx experience difficulties in the integration process, including those listed above, they may fail to realize the anticipated benefits of the Merger in a timely manner or at all. The Combined Company’s business or results of operations or the value of its common stock may be materially and adversely affected as a result. Era and Xxxxxxx also expect to incur material one-time costs to achieve synergies and may fail to realize such estimated synergies. While Era and Xxxxxxx believe these synergies are achievable, their ability to achieve such estimated synergies in the amounts and time frame expected is subject to various assumptions by their management teams based on expectations that are subject to a number of risks, which may or may not be realized, the incurrence of other costs in Era and Xxxxxxx’x operations that may offset all or a portion application of such synergies and other factors outside their control. As a consequence, Era and Xxxxxxx may not be able to realize all of these synergies within the time frame expected or at all. Era and Xxxxxxx may incur additional and/or unexpected costs to realize these synergies. In addition, if Era and Xxxxxxx fail to achieve the anticipated cost benefits in a timely manner, Era and Xxxxxxx may be unable realize all the anticipated synergies. Failure to achieve the expected synergies could significantly reduce the expected benefits associated with the Merger and adversely affect the Combined Company’s business, financial condition and results of operations. The completion of the Merger is subject to several conditionsproceeds. There can be no assurances when assurance that management’s use of proceeds generated through this Offering will prove optimal or if translate into revenue or profitability for the Merger will be completedCompany. While Era There is no investor counsel. The Company has not retained any independent professionals to review or comment on this Offering or otherwise protect the interests of Subscribers. Although the Company has retained its own counsel, neither such firm nor any other firm has made any independent examination of any factual matters represented by management herein, and Xxxxxxx expect purchasers of the Securities offered hereby should not rely on any such firms so retained with respect to complete any matters herein described. No governmental entity has evaluated our securities. No federal or state commission, department or agency has made any evaluation, finding, recommendation or endorsement with respect to the Merger Securities. Additional stock offerings in the middle of 2020, there can be no assurances as to the exact timing of completion future may dilute then-existing shareholders’ percentage ownership of the MergerCompany. Given our plans and expectations that we will need additional capital and personnel, we anticipate that we will need to issue additional shares of common stock or that the Merger will be completed at allsecurities convertible or exercisable for shares of common stock, including convertible preferred stock, convertible notes, stock options or warrants. The completion issuance of the Merger is subject to numerous conditions, including, among others, (i) receipt of requisite approvals of Era’s and Xxxxxxx’x stockholders and the filing of the Era Charter Amendment No. 1, (ii) the expiration of any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the ‘‘HSR Act’’) or any other antitrust laws, and there not being in effect any voluntary agreement with any antitrust authority under which Era and Xxxxxxx have agreed not to consummate the Merger, (iii) the absence of any governmental order or law prohibiting the consummation of the Merger, (iv) the effectiveness of the registration statement for the shares of Era Common Stock to be issued additional securities in the Merger and future will dilute the authorization for listing percentage ownership of those shares on the NYSE, (v) the accuracy of the other party’s representations and warranties, subject to customary materiality standards, (vi) compliance of the other party with its respective covenants under the Merger Agreement in all material respects, and (vii) other customary closing conditionsthen current stockholders. If such conditions are not satisfied, the Merger will not be consummated unless such conditions are validly waived. Such conditions may jeopardize or delay consummation of the Merger or may reduce the anticipated benefits of the Merger. Further, no assurance can be given that the required approvals will be obtained or that the conditions to closing will be satisfied. Even if all such approvals are obtained, no assurance can be given as to the terms, conditions and timing of such approvals or that they will satisfy the terms of the Merger Agreement. If the Merger is not consummated by October 23, 2020 (as may be extended to a date no later than January 23, 2021 upon satisfaction of certain conditions to extension set forth in the Merger Agreement), either Era or Xxxxxxx may terminate the Merger Agreement. The Merger is subject to the requirements of the HSR Act, and regulatory authorities may impose conditions that could have an adverse effect on Era, Xxxxxxx and/or the Combined Company or that could delay, prevent or increase the costs associated with completion of the Merger. The Merger may not be consummated until notifications under the HSR Act are submitted to the Antitrust Division of the Department of Justice (the ‘‘DOJ’’) and the Federal Trade Commission (the ‘‘FTC’’) and the required waiting period has expired or been terminated. Era and Xxxxxxx submitted their respective Notification and Report forms under the HSR Act on February 6, 2020. On March 9, 2020, Era withdrew its Notification and Report form, and on March 11, 2020, Era refiled an updated Notification and Report form, thereby commencing a new thirty day waiting period, which expired on April 10, 2020 without any extension or further action by the U.S. antitrust agencies. In addition, private parties who may be adversely affected by the Merger and individual states may bring legal action under the antitrust laws in certain circumstances. Although Xxxxxxx and Era believe the consummation of the Merger will not likely be prohibited under the antitrust laws, there can be no assurance that a challenge to the Merger on antitrust grounds will not be made and, if a challenge is made, what the result will be. Under the Merger Agreement, Era and Xxxxxxx have agreed to use their reasonable best efforts to avoid or eliminate each and every impediment to consummation of the transaction under any applicable law that may be asserted by any governmental entity and to obtain all regulatory clearances or observe all regulatory review periods necessary to consummate the Merger and the transactions contemplated by the Merger Agreement as soon as commercially practicable so as to enable the closing to occur as soon as reasonably possible (and in any event, not later than the End Date). In addition, in order to consummate the Merger, Era and Xxxxxxx may be required to comply with conditions, terms, obligations or restrictions imposed by governmental entities under any antitrust law, including divestitures, and such conditions, terms, obligations or restrictions may have the effect of delaying consummation of the Merger, imposing additional material costs on or materially Without limiting the revenue of the Combined Company after the consummation of the Merger, or otherwise reducing the anticipated benefits to the Combined Company of the Merger. Such conditions, terms, obligations or restrictions may result in the delay or abandonment of the Merger. Notwithstanding any generality of the foregoing, Era the Company may conduct other offerings concurrent with this offering. Subscribers in this Offering who do not hold securities of the Company purchased in certain prior offerings of the Company will be subject to additional dilution. Pursuant to the Series P Certificate of Designation, subscribers in this Offering who hold securities of the Company that such subscribers purchased in certain prior offerings of the Company, at such time as they convert Series P Preferred Stock to common stock, will be entitled to additional shares of common stock, pursuant to the formula and Xxxxxxx subject to the terms and conditions set forth therein, that holders of Series P Preferred Stock who convert shares to common stock will not otherwise be obligated to negotiate, commit to or effect any action that would entitled to. This will result in additional dilution to subscribers in this Offering who do not hold such securities purchased in such prior offerings of the saleCompany and will thus not be entitled to such additional shares. We could be prevented from paying cash dividends on the Series O Preferred Stock Under Nevada law, divestiture, disposal, holding separate, or other disposition the Company may not pay cash dividends to holders of assets, contracts, businesses or product lines of Era and Xxxxxxx, or their respective subsidiaries generating, Series O Preferred Stock if the Company would not be able to pay its debts as they become due in the aggregate, Revenues (as defined below) in an aggregate amount in excess usual course of $10.0 millionbusiness. ‘‘Revenues’’ as used in This may limit our ability to pay dividends on the immediately preceding sentence means, with respect to any asset, contract, business or product line, gross revenues associated therewith for the twelve months ended December 31, 2019Series O Preferred Stock.

RISK FACTORS. In addition An investment in the Securities of the Company involves a high degree of risk and should be considered only by persons who can afford to the other information contained lose their entire investment and who have no need for liquidity in or incorporated by reference into this joint proxy and consent solicitation statement/prospectus, including the matters addressed under the heading ‘‘Cautionary Statement Regarding Forward-Looking Statements,’’ you their investment. You should carefully consider the following risk factors in deciding how to vote on or whether to consent or withhold consent to the proposals presented in this joint proxy and consent solicitation statement/prospectus. You should also consider the other information indescribed below, and discussed in the other documents incorporated by reference into, this joint proxy and consent solicitation statement/prospectus, including in particular the risk factors associated with Era’s business contained under the heading ‘‘section titled “Risk Factors’’ ” in Era’s our most recent Annual Report on Form 10-K for K, as well as the year ended December 31risks, 2019uncertainties and additional information set forth in our SEC Filings incorporated by reference herein. See ‘‘Where You Can Find More Information’’Our business, financial condition or results of operations could be materially adversely affected by any of these risks. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment. Risks Related to the Merger Because Securities and This Offering There is no public market for the Series I Preferred Shares or Series J Preferred Shares and a limited public market for the common stock. There is no public market for the Series I Preferred Shares or the Series J Preferred Shares, and we not intend to have such securities quoted or listed on any market. In addition, our common stock is quoted on the OTC Pink which is an unorganized, inter-dealer, over-the-counter market which provides significantly less liquidity than the NASDAQ Capital Market or other national securities exchange. These factors may have an adverse impact on the trading and price of Era Common Stock our common stock. The Securities will fluctuatebe subject to restrictions on resale. We have not registered the sale of any of the Securities under the Securities Act or any state securities laws. The securities offered hereby are highly illiquid, Xxxxxxx stockholders canand are not transferable except in accordance with the Securities Act. Consequently, the Securities may not be certain resold or otherwise transferred unless they are subsequently registered under applicable securities laws or an exemption therefrom is available. In view of these and other limitations to the transfer of the market value Securities as described herein, the Securities should be considered an illiquid investment which may need to be held indefinitely. Limitations on the transfer of the Per Share Merger Consideration they will receiveSecurities may also adversely affect the price that a Subscriber might be able to obtain for such securities in a private sale. Upon completion The price of the MergerUnits has been determined without a third party valuation or fairness opinion. We have set the price of Units without the benefit of any third party valuation or fairness opinion or review. You must make your own determination as to the accuracy, each holder fairness or reasonableness of Xxxxxxx Common Stockthe price of the Units and the other terms of the Offering. We will have significant discretion over the use of the gross proceeds. The Company intends to use the net proceeds of this Offering for general corporate purposes and to meet working capital needs. Accordingly, Company management will have broad discretion as to the application of such proceeds. There can be no assurance that management’s use of proceeds generated through this Offering will prove optimal or translate into revenue or profitability for the Company. There is no investor counsel. The Company has not retained any independent professionals to review or comment on this Offering or otherwise protect the interests of Subscribers. Although the Company has retained its own counsel, neither such firm nor any other than holders firm has made any independent examination of dissenting sharesany factual matters represented by management herein, shall and purchasers of the Securities offered hereby should not rely on any such firms so retained with respect to any matters herein described. No governmental entity has evaluated our securities. No federal or state commission, department or agency has made any evaluation, finding, recommendation or endorsement with respect to the Securities. Additional stock offerings in the future may dilute then-existing shareholders’ percentage ownership of the Company. Given our plans and expectations that we will need additional capital and personnel, we anticipate that we will need to issue additional shares of common stock or securities convertible or exercisable for shares of common stock, including convertible preferred stock, convertible notes, stock options or warrants. The issuance of additional securities in the future will dilute the percentage ownership of then current stockholders. Without limiting the generality of the foregoing, the Company may conduct other offerings concurrent with this offering. We may be entitled unable to receiveredeem the Series I Preferred Shares when required. Pursuant to the Series I Certificate of Designation, the Company will be required to redeem the Series I Preferred Shares offered in this offering on the date that is two years following the final closing or expiration date for the applicable Tranche, for each share of Xxxxxxx Common Stockthe stated value plus any accrued but unpaid dividends. There is no assurance the Company will be able to make such payment. Further, although such redemption will be secured by a number of security interest in the outstanding shares of Era Common Stock equal our wholly-owned subsidiary, Progressive Water Treatment, Inc., pursuant to the Aggregate Merger Consideration divided by the number of Security Agreement, there is no assurance holders will be able to realize such amount pursuant to such security interest. In addition, we will be required to redeem any outstanding shares of Xxxxxxx Common our Series F Preferred Stock outstanding immediately on September 1, 2020, which is prior to the Merger (including any shares issued as a result of the Preferred Stock Conversion, any shares underlying Xxxxxxx options or restricted stock units and certain date that we will be required to redeem our outstanding shares of Xxxxxxx Common Stock held in reserve)Series I Preferred Stock, plus the cash value of any fractional shares of Era Common Stock that would otherwise be payable, as described under ‘‘The Merger—Terms of the Merger’’). Any change in the market price of Era Common Stock prior to completion of the Merger will affect the value of any shares of Era Common Stock Xxxxxxx stockholders receive as consideration in the Merger. The market price of Era Common Stock has fluctuated significantly since the signing of the Merger Agreement due to the COVID-19 pandemic and a decrease in oil and natural gas prices since the execution of the Merger Agreement and may continue to fluctuate as a result of a variety of factors, including general market and economic conditions over the past month, changes in Era’s or Xxxxxxx’x respective businesses, operations and prospects, and regulatory considerations. Many of these factors are outside Era’s or Xxxxxxx’x control. Accordingly, at the time of the Xxxxxxx Consent Deadline, Xxxxxxx stockholders will not know or be able to calculate the market price of Era Common Stock that they will receive upon completion of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities during the pendency of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities and obligates Era and Xxxxxxx to generally operate their businesses in the ordinary course in all material respects during the pendency of the Merger absent Era’s or Xxxxxxx’x prior written consent, as applicable. These restrictions could prevent Era and Xxxxxxx from pursuing attractive business opportunities or responding effectively to competitive pressures and industry developments that arise prior to the consummation of the Merger or termination of the Merger Agreement and are outside the ordinary course of business. In particular, the Merger Agreement restricts each of Era and Xxxxxxx from making certain acquisitions and dispositions without the prior written consent of the other party. If Era or Xxxxxxx is unable to take actions it believes are beneficial, such restrictions could have an adverse effect on Era’s and/or Xxxxxxx’x business, financial condition and results of operationsour available capital for such redemption. The Merger Agreement contains provisions that limit Era’s and Xxxxxxx’x ability Series I Preferred Shares will not have voting rights. Holders of the Series I Preferred Shares, by virtue of holding such shares, will not have any voting rights, except as may be required under applicable law. Thus, the holders of the Series I Preferred Shares, by virtue of holding such shares, will have no right to pursue alternatives to the Merger, which could discourage a potential competing acquiror of Era or Xxxxxxx from making a favorable alternative transaction proposal and, in specified circumstances, could require Era or Xxxxxxx to pay a termination fee. The Merger Agreement contains certain provisions that restrict Era’s and Xxxxxxx’x ability to solicit, initiate, facilitate or encourage any inquiries regarding, or the making of any proposal or offer that constitutes, a competing proposal, engage, continue or otherwise participate in any discussions or negotiations regarding, or furnish any non-public information to any person that has made or is, to the knowledge election of Era or Xxxxxxx, as applicable, considering making a competing proposal, subject to customary exceptions and limitations. In addition, Era and Xxxxxxx generally have an opportunity to offer to modify the terms directors of the Merger Agreement in response to Company or any third-party alternative transaction proposal before the Era Board or Xxxxxxx Board other matter that may change, qualify, withhold, withdraw or modify its recommendation that Era’s or Xxxxxxx’x stockholders, as applicable, approve the Merger. Further, even if the Era Board or the Xxxxxxx Board changes, qualifies, withholds, withdraws or modifies its recommendation, unless the Merger Agreement is terminated in accordance with its terms, Era or Xxxxxxx, as applicable, will still be required to submit the merger proposal brought to the vote of its stockholders. Upon termination the shareholders of the Merger Agreement in certain circumstances relating Company. The Series I Preferred Shares will be subject to changes the Company’s right of redemption. Pursuant to the Series I Certificate of Designation, the Company will have the right to redeem outstanding shares of Series I Preferred Stock, in the recommendation of the Era Board or Xxxxxxx Board in favor of the Merger or entry by Era or Xxxxxxx into an alternative transaction within 12 months of termination of the Merger Agreement, Era or Xxxxxxx will be required to pay a termination fee of $9.0 million, as applicable. These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Era or Xxxxxxx or pursuing an alternative transaction with Era or Xxxxxxx from considering or proposing such a transaction or might result in a potential third-party acquiror or merger partner proposing to pay a lower price to the stockholders of Era or Xxxxxxx than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances. If the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on Era’s and Xxxxxxx’x financial condition, stock price, results of operations, assets or business. Combining Era and Xxxxxxx may be more difficult, costly or time-consuming than currently expected, and Era and Xxxxxxx may fail to realize the anticipated benefits and cost savings of the Merger. Era and Xxxxxxx have operated and, until the completion of the Merger, will continue to operate, independently. The success of the Merger, including anticipated benefits and cost savings, will depend, in part, on Era’s and Xxxxxxx’x ability to successfully combine and integrate their businesses in a manner that does not materially disrupt existing customer relationships or result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect Era’s and/or Xxxxxxx’x ability to maintain relationships with customers and employees. The success of the Combined Company following the Merger may depend, in part, on the ability of Era and Xxxxxxx to integrate their two businesses, business models and cultures. If Era and Xxxxxxx experience difficulties in the integration process, including those listed above, they may fail to realize the anticipated benefits of the Merger in a timely manner or at all. The Combined Company’s business or results of operations or the value of its common stock may be materially and adversely affected as a result. Era and Xxxxxxx also expect to incur material one-time costs to achieve synergies and may fail to realize such estimated synergies. While Era and Xxxxxxx believe these synergies are achievable, their ability to achieve such estimated synergies in the amounts and time frame expected is subject to various assumptions by their management teams based on expectations that are subject to a number of risks, which may or may not be realized, the incurrence of other costs in Era and Xxxxxxx’x operations that may offset all or a portion of such synergies and other factors outside their control. As a consequence, Era and Xxxxxxx may not be able to realize all of these synergies within the time frame expected or at all. Era and Xxxxxxx may incur additional and/or unexpected costs to realize these synergies. In addition, if Era and Xxxxxxx fail to achieve the anticipated cost benefits in a timely manner, Era and Xxxxxxx may be unable realize all the anticipated synergies. Failure to achieve the expected synergies could significantly reduce the expected benefits associated with the Merger and adversely affect the Combined Company’s business, financial condition and results of operations. The completion of the Merger is subject to several conditions. There can be no assurances when or if the Merger will be completed. While Era and Xxxxxxx expect to complete the Merger in the middle of 2020, there can be no assurances as to the exact timing of completion of the Merger, or that the Merger will be completed at all. The completion of the Merger is subject to numerous conditions, including, among others, (i) receipt of requisite approvals of Era’s and Xxxxxxx’x stockholders and the filing of the Era Charter Amendment No. 1, (ii) the expiration of any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the ‘‘HSR Act’’) or any other antitrust laws, and there not being in effect any voluntary agreement with any antitrust authority under which Era and Xxxxxxx have agreed not to consummate the Merger, (iii) the absence of any governmental order or law prohibiting the consummation of the Merger, (iv) the effectiveness of the registration statement for the shares of Era Common Stock to be issued in the Merger and the authorization for listing of those shares on the NYSE, (v) the accuracy of the other party’s representations and warrantiesdiscretion, subject to customary materiality standards, (vi) compliance of the other party with its respective covenants under the Merger Agreement in all material respects, terms and (vii) other customary closing conditions. If such conditions are not satisfied, the Merger will not be consummated unless such conditions are validly waivedset forth therein. Such conditions may jeopardize or delay consummation of the Merger or redemption, if it occurs, may reduce the anticipated benefits of the Merger. Furtherreturn on Series I Preferred Shares for Subscribers, as redeemed shares will no assurance can longer be given that the required approvals will be obtained or that the conditions entitled to closing will be satisfied. Even if all such approvals are obtained, no assurance can be given as to the terms, conditions and timing of such approvals or that they will satisfy the terms of the Merger Agreement. If the Merger is not consummated by October 23, 2020 (as may be extended to a date no later than January 23, 2021 upon satisfaction of certain conditions to extension set forth in the Merger Agreement), either Era or Xxxxxxx may terminate the Merger Agreement. The Merger is subject to the requirements of the HSR Act, and regulatory authorities may impose conditions that could have an adverse effect on Era, Xxxxxxx and/or the Combined Company or that could delay, prevent or increase the costs associated with completion of the Merger. The Merger may not be consummated until notifications under the HSR Act are submitted to the Antitrust Division of the Department of Justice (the ‘‘DOJ’’) and the Federal Trade Commission (the ‘‘FTC’’) and the required waiting period has expired or been terminated. Era and Xxxxxxx submitted their respective Notification and Report forms under the HSR Act on February 6, 2020. On March 9, 2020, Era withdrew its Notification and Report form, and on March 11, 2020, Era refiled an updated Notification and Report form, thereby commencing a new thirty day waiting period, which expired on April 10, 2020 without any extension or further action by the U.S. antitrust agencies. In addition, private parties who may be adversely affected by the Merger and individual states may bring legal action under the antitrust laws in certain circumstances. Although Xxxxxxx and Era believe the consummation of the Merger will not likely be prohibited under the antitrust laws, there can be no assurance that a challenge to the Merger on antitrust grounds will not be made and, if a challenge is made, what the result will be. Under the Merger Agreement, Era and Xxxxxxx have agreed to use their reasonable best efforts to avoid or eliminate each and every impediment to consummation of the transaction under any applicable law that may be asserted by any governmental entity and to obtain all regulatory clearances or observe all regulatory review periods necessary to consummate the Merger and the transactions contemplated by the Merger Agreement as soon as commercially practicable so as to enable the closing to occur as soon as reasonably possible (and in any event, not later than the End Date). In addition, in order to consummate the Merger, Era and Xxxxxxx may be required to comply with conditions, terms, obligations or restrictions imposed by governmental entities under any antitrust law, including divestitures, and such conditions, terms, obligations or restrictions may have the effect of delaying consummation of the Merger, imposing additional material costs on or materially limiting the revenue of the Combined Company after the consummation of the Merger, or otherwise reducing the anticipated benefits to the Combined Company of the Merger. Such conditions, terms, obligations or restrictions may result in the delay or abandonment of the Merger. Notwithstanding any of the foregoing, Era and Xxxxxxx will not be obligated to negotiate, commit to or effect any action that would result in the sale, divestiture, disposal, holding separate, or other disposition of assets, contracts, businesses or product lines of Era and Xxxxxxx, or their respective subsidiaries generating, in the aggregate, Revenues (as defined below) in an aggregate amount in excess of $10.0 million. ‘‘Revenues’’ as used in the immediately preceding sentence means, with respect to any asset, contract, business or product line, gross revenues associated therewith for the twelve months ended December 31, 2019dividends.

RISK FACTORS. In addition deciding whether to vote for the other adoption of the merger agreement, in the case of Livongo stockholders, or the approval of the share issuance and the adoption of the charter amendment, in the case of Teladoc stockholders, you are urged to carefully consider all of the information contained in included or incorporated by reference into in this joint proxy and consent solicitation statement/prospectus, including which are listed in the matters addressed under the heading section entitled ‘‘Cautionary Statement Regarding Forward-Looking Statements,Where You Can Find More Information’’ you should carefully consider the following risk factors in deciding how to vote beginning on or whether to consent or withhold consent to the proposals presented in this joint proxy and consent solicitation statement/prospectuspage 218. You should also read and consider the other information inrisks associated with each of the businesses of Teladoc and Livongo because these risks will also affect the combined company. The risks associated with the business of Teladoc can be found in the Teladoc Annual Report on Form 10-K for the year ended December 31, 2019 and the other documents incorporated by reference into, this joint proxy and consent solicitation statement/prospectus, including in particular the risk factors risks associated with Era’s the business contained under of Livongo can be found in the heading ‘‘Risk Factors’’ in Era’s Livongo Annual Report on Form 10-K for the year ended December 31, 2019, as such risks may be updated or supplemented in each company’s subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, which are incorporated by reference into this joint proxy statement/prospectus. See ‘‘Where You Can Find More Information’’In addition, you are urged to carefully consider the following material risks relating to the merger, the business of Teladoc, the business of Livongo and the business of the combined company. Risks Related Relating to the Merger Because the exchange ratio is fixed and will not be adjusted in the event of any change in either Teladoc’s or Livongo’s stock price, the value of the shares of the combined company is uncertain. Upon completion of the merger, each share of Livongo common stock outstanding immediately prior to the merger, other than excluded shares (as defined in the section entitled ‘‘Merger—Merger Consideration’’ beginning on page 78) and dissenting shares (as defined in the section entitled ‘‘The Merger Agreement—Dissenting Shares’’ beginning on page 133), will be converted automatically into the right to receive (i) 0.5920 of a share of Teladoc common stock and (ii) $4.24 in cash, without interest. This exchange ratio is fixed in the merger agreement and will not be adjusted for changes in the market price of Era Common Stock either Teladoc common stock or Livongo common stock. The market prices of Teladoc common stock and Livongo common stock have fluctuated since the date of the announcement of the merger agreement and will fluctuatecontinue to fluctuate from the date of this joint proxy statement/prospectus to the date of the Teladoc stockholder meeting and the Livongo stockholder meeting, Xxxxxxx respectively, and the date the merger is consummated, and the market price of the common stock of the combined company will continue to fluctuate thereafter. Because the value of the merger consideration will depend on the market price of Teladoc common stock at the time the merger is completed, Livongo stockholders canwill not know or be certain able to determine at the time of the Livongo stockholder meeting the market value of the Per Share Merger Consideration merger consideration they will receive. Upon would receive upon completion of the Mergermerger. Similarly, each holder Teladoc stockholders will not know or be able to determine at the time of Xxxxxxx Common Stock, other than holders the Teladoc stockholder meeting the market value of dissenting shares, shall be entitled to receive, for each share of Xxxxxxx Common Stock, a number of the shares of Era Common Stock equal Teladoc common stock to be issued pursuant to the Aggregate Merger Consideration divided by merger agreement compared to the number market value of the shares of Xxxxxxx Common Livongo common stock that are being exchanged. Stock outstanding immediately prior to the Merger (including any shares issued as a price changes may result of the Preferred Stock Conversion, any shares underlying Xxxxxxx options or restricted stock units and certain shares of Xxxxxxx Common Stock held in reserve), plus the cash value of any fractional shares of Era Common Stock that would otherwise be payable, as described under ‘‘The Merger—Terms of the Merger’’). Any change in the market price of Era Common Stock prior to completion of the Merger will affect the value of any shares of Era Common Stock Xxxxxxx stockholders receive as consideration in the Merger. The market price of Era Common Stock has fluctuated significantly since the signing of the Merger Agreement due to the COVID-19 pandemic and a decrease in oil and natural gas prices since the execution of the Merger Agreement and may continue to fluctuate as a result of from a variety of factors, including including, among others: • general market and economic conditions over the past month, conditions; • changes in EraTeladoc’s or Xxxxxxx’x and Xxxxxxx’s respective businesses, operations and prospects; • changes in U.S. government regulation of the healthcare industry; • market assessments of the likelihood that the merger will be completed; • interest rates, general market, industry and economic conditions and other factors generally affecting the respective prices of Teladoc’s and Livongo’s common stock; • federal, state and local legislation, governmental regulation and legal developments in the healthcare industry; and • the timing of the merger and regulatory considerations. Many of these factors are outside Erabeyond Teladoc’s or Xxxxxxx’x and Xxxxxxx’s control. Accordingly, at and neither Teladoc nor Livongo are permitted to terminate the time of the Xxxxxxx Consent Deadline, Xxxxxxx stockholders will not know or be able merger agreement solely due to calculate a decline in the market price of Era Common Stock that they will receive upon completion of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities during the pendency of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities and obligates Era and Xxxxxxx to generally operate their businesses in the ordinary course in all material respects during the pendency of the Merger absent Era’s or Xxxxxxx’x prior written consent, as applicable. These restrictions could prevent Era and Xxxxxxx from pursuing attractive business opportunities or responding effectively to competitive pressures and industry developments that arise prior to the consummation of the Merger or termination of the Merger Agreement and are outside the ordinary course of business. In particular, the Merger Agreement restricts each of Era and Xxxxxxx from making certain acquisitions and dispositions without the prior written consent of the other party. If Era You are urged to obtain current market quotations for Teladoc common stock and Livongo common stock in determining whether to vote for approval of the share issuance and the adoption of the charter amendment in the case of Teladoc stockholders or Xxxxxxx for the adoption of the merger agreement in the case of Livongo stockholders. In addition, see the section entitled ‘‘Comparative Per Share Market Price and Dividend Information’’ beginning on page 42. Teladoc stockholders and Livongo stockholders will each have reduced ownership and voting interest in and will exercise less influence over management of the combined company. Teladoc stockholders currently have the right to vote in the election of the Teladoc board of directors and on other matters affecting Teladoc, and Livongo stockholders currently have the right to vote in the election of the Livongo board of directors and on other matters affecting Livongo. Upon consummation of the merger, each Teladoc stockholder and each Livongo stockholder will become a stockholder of the combined company with a percentage ownership of the combined company that is unable to take actions it believes are beneficial, smaller than such restrictions could have an adverse effect on Erastockholder’s and/or Xxxxxxx’x business, financial condition and results percentage ownership of operations. The Merger Agreement contains provisions that limit Era’s and Xxxxxxx’x ability to pursue alternatives to the Merger, which could discourage a potential competing acquiror of Era Teladoc or Xxxxxxx from making a favorable alternative transaction proposal and, in specified circumstances, could require Era or Xxxxxxx to pay a termination fee. The Merger Agreement contains certain provisions that restrict Era’s and Xxxxxxx’x ability to solicit, initiate, facilitate or encourage any inquiries regarding, or the making of any proposal or offer that constitutes, a competing proposal, engage, continue or otherwise participate in any discussions or negotiations regarding, or furnish any non-public information to any person that has made or is, to the knowledge of Era or XxxxxxxLivongo, as applicable, considering making a competing proposalimmediately prior to the merger. As of the date of this joint proxy statement/prospectus, subject based on the estimated number of shares of common stock of Teladoc and Livongo that will be outstanding immediately prior to customary exceptions the completion of the merger and limitationsthe exchange ratio of 0.5920, Teladoc and Livongo estimate that holders of shares of Teladoc common stock as of immediately prior to the completion of the merger will hold, in the aggregate, approximately 58% of the issued and outstanding shares of common stock of the combined company immediately following the completion of the merger, and holders of shares of Livongo common stock as of immediately prior to the completion of the merger will hold, in the aggregate, approximately 42% of the issued and outstanding shares of common stock of the combined company immediately following the completion of the merger. In addition, Era and Xxxxxxx generally have an opportunity to offer to modify for a period of two years following the terms closing of the Merger Agreement in response merger, eight current directors of Teladoc and five current directors of Livongo, as of immediately prior to any third-party alternative transaction proposal before the Era Board effective time, will respectively constitute the combined company’s board of directors. Accordingly, Teladoc stockholders and Livongo stockholders will have less influence on the management and policies of the combined company than they now have on the management and policies of Teladoc or Xxxxxxx Board may change, qualify, withhold, withdraw or modify its recommendation that Era’s or Xxxxxxx’x stockholdersLivongo, as applicable, approve . Until the Merger. Further, even if completion of the Era Board merger or the Xxxxxxx Board changes, qualifies, withholds, withdraws or modifies its recommendation, unless termination of the Merger Agreement is terminated merger agreement in accordance with its terms, Era Teladoc and Livongo are each prohibited from entering into certain transactions and taking certain actions that might otherwise be beneficial to Teladoc or Xxxxxxx, as applicable, will still be required to submit Livongo and their respective stockholders. After the date of the merger proposal agreement and prior to the vote of its stockholders. Upon termination effective time, the merger agreement restricts Teladoc and Livongo from taking specified actions without the consent of the Merger Agreement other party (which consent may not be unreasonably withheld or delayed) and requires that the business of each company and its respective subsidiaries be conducted in certain circumstances relating to changes all material respects in the recommendation ordinary course of the Era Board or Xxxxxxx Board in favor of the Merger or entry by Era or Xxxxxxx into an alternative transaction within 12 months of termination of the Merger Agreement, Era or Xxxxxxx will be required to pay a termination fee of $9.0 million, as applicablebusiness consistent with past practice. These provisions could discourage a potential third-party acquiror restrictions may prevent Teladoc or merger partner that might have an interest in acquiring all Livongo from making appropriate changes to their respective businesses or a significant portion of Era organizational structures or Xxxxxxx or from pursuing an alternative transaction with Era or Xxxxxxx from considering or proposing such a transaction or might result in a potential third-party acquiror or merger partner proposing to pay a lower price to the stockholders of Era or Xxxxxxx than it might otherwise have proposed to pay because of the added expense of the termination fee attractive business opportunities that may become payable in certain circumstances. If the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on Era’s and Xxxxxxx’x financial condition, stock price, results of operations, assets or business. Combining Era and Xxxxxxx may be more difficult, costly or time-consuming than currently expected, and Era and Xxxxxxx may fail arise prior to realize the anticipated benefits and cost savings of the Merger. Era and Xxxxxxx have operated and, until the completion of the Merger, will continue to operate, independently. The success of the Merger, including anticipated benefits merger and cost savings, will depend, in part, on Era’s and Xxxxxxx’x ability to successfully combine and integrate their businesses in a manner that does not materially disrupt existing customer relationships or result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect Era’s and/or Xxxxxxx’x ability to maintain relationships with customers and employees. The success of the Combined Company following the Merger may depend, in part, on the ability of Era and Xxxxxxx to integrate their two businesses, business models and cultures. If Era and Xxxxxxx experience difficulties in the integration process, including those listed above, they may fail to realize the anticipated benefits of the Merger in a timely manner or at all. The Combined Company’s business or results of operations or the value of its common stock may be materially and adversely affected as a result. Era and Xxxxxxx also expect to incur material one-time costs to achieve synergies and may fail to realize such estimated synergies. While Era and Xxxxxxx believe these synergies are achievable, their ability to achieve such estimated synergies in the amounts and time frame expected is subject to various assumptions by their management teams based on expectations that are subject to a number of risks, which may or may not be realized, the incurrence of other costs in Era and Xxxxxxx’x operations that may offset all or a portion of such synergies and other factors outside their control. As a consequence, Era and Xxxxxxx may not be able to realize all of these synergies within the time frame expected or at all. Era and Xxxxxxx may incur additional and/or unexpected costs to realize these synergies. In addition, if Era and Xxxxxxx fail to achieve the anticipated cost benefits in a timely manner, Era and Xxxxxxx may be unable realize all the anticipated synergies. Failure to achieve the expected synergies could significantly reduce the expected benefits associated with the Merger and adversely affect the Combined Company’s business, financial condition and results of operations. The completion of the Merger is subject to several conditions. There can be no assurances when or if the Merger will be completed. While Era and Xxxxxxx expect to complete the Merger in the middle of 2020, there can be no assurances as to the exact timing of completion of the Merger, or that the Merger will be completed at all. The completion of the Merger is subject to numerous conditions, including, among others, (i) receipt of requisite approvals of Era’s and Xxxxxxx’x stockholders and the filing of the Era Charter Amendment No. 1, (ii) the expiration of any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the ‘‘HSR Act’’) or any other antitrust laws, and there not being in effect any voluntary agreement with any antitrust authority under which Era and Xxxxxxx have agreed not to consummate the Merger, (iii) the absence of any governmental order or law prohibiting the consummation of the Merger, (iv) the effectiveness of the registration statement for the shares of Era Common Stock to be issued in the Merger and the authorization for listing of those shares on the NYSE, (v) the accuracy of the other party’s representations and warranties, subject to customary materiality standards, (vi) compliance of the other party with its respective covenants under the Merger Agreement in all material respects, and (vii) other customary closing conditions. If such conditions are not satisfied, the Merger will not be consummated unless such conditions are validly waived. Such conditions may jeopardize or delay consummation of the Merger or may reduce the anticipated benefits of the Merger. Further, no assurance can be given that the required approvals will be obtained or that the conditions to closing will be satisfied. Even if all such approvals are obtained, no assurance can be given as to the terms, conditions and timing of such approvals or that they will satisfy the terms of the Merger Agreement. If the Merger is not consummated by October 23, 2020 (as may be extended to a date no later than January 23, 2021 upon satisfaction of certain conditions to extension set forth in the Merger Agreement), either Era or Xxxxxxx may terminate the Merger Agreement. The Merger is subject to the requirements of the HSR Act, and regulatory authorities may impose conditions that could have an adverse effect on Era, Xxxxxxx and/or the Combined Company or that could delay, prevent or increase the costs associated with completion of the Merger. The Merger may not be consummated until notifications under the HSR Act are submitted to the Antitrust Division of the Department of Justice (the ‘‘DOJ’’) and the Federal Trade Commission (the ‘‘FTC’’) and the required waiting period has expired or been terminated. Era and Xxxxxxx submitted their respective Notification and Report forms under the HSR Act on February 6, 2020. On March 9, 2020, Era withdrew its Notification and Report form, and on March 11, 2020, Era refiled an updated Notification and Report form, thereby commencing a new thirty day waiting period, which expired on April 10, 2020 without any extension or further action by the U.S. antitrust agencies. In addition, private parties who may be adversely affected by the Merger and individual states may bring legal action under the antitrust laws in certain circumstances. Although Xxxxxxx and Era believe the consummation of the Merger will not likely be prohibited under the antitrust laws, there can be no assurance that a challenge to the Merger on antitrust grounds will not be made and, if a challenge is made, what the result will be. Under the Merger Agreement, Era and Xxxxxxx have agreed to use their reasonable best efforts to avoid or eliminate each and every impediment to consummation of the transaction under any applicable law that may be asserted by any governmental entity and to obtain all regulatory clearances or observe all regulatory review periods necessary to consummate the Merger and the transactions contemplated by the Merger Agreement as soon as commercially practicable so as to enable the closing to occur as soon as reasonably possible (and in any event, not later than the End Date). In addition, in order to consummate the Merger, Era and Xxxxxxx may be required to comply with conditions, terms, obligations or restrictions imposed by governmental entities under any antitrust law, including divestitures, and such conditions, terms, obligations or restrictions may have the effect of delaying or preventing other strategic transactions. Adverse effects arising from the pendency of the merger could be exacerbated by any delays in consummation of the Merger, imposing additional material costs on merger or materially limiting the revenue termination of the Combined Company after merger agreement. See the consummation section entitled ‘‘The Merger Agreement—Conduct of Business Prior to the Effective Time’’ beginning on page 137. Obtaining required approvals and satisfying closing conditions may prevent or delay completion of the Merger, or otherwise reducing the anticipated benefits to the Combined Company of the Merger. Such conditions, terms, obligations or restrictions may result in the delay or abandonment of the Merger. Notwithstanding any of the foregoing, Era and Xxxxxxx will not be obligated to negotiate, commit to or effect any action that would result in the sale, divestiture, disposal, holding separate, or other disposition of assets, contracts, businesses or product lines of Era and Xxxxxxx, or their respective subsidiaries generating, in the aggregate, Revenues (as defined below) in an aggregate amount in excess of $10.0 million. ‘‘Revenues’’ as used in the immediately preceding sentence means, with respect to any asset, contract, business or product line, gross revenues associated therewith for the twelve months ended December 31, 2019merger.

RISK FACTORS. In addition to general investment risks and the other information contained in or incorporated by reference into this joint proxy and consent solicitation statement/prospectus, including the matters addressed under the heading ‘‘section “Cautionary Statement Regarding Forward-Looking Statements,’’ ” you should carefully consider the following risk factors in deciding how to vote on or whether to consent or withhold consent to for the proposals presented in this joint proxy and consent solicitation statement/prospectus. You should also consider the other information in, in this joint proxy statement/prospectus and the other documents incorporated by reference into, into this joint proxy and consent solicitation statement/prospectus, including in particular the risk factors associated with Era’s business contained under the heading ‘‘Risk Factors’’ in Era’s Annual Report on Form 10-K for the year ended December 31, 2019. See ‘‘Please see “Where You Can Find More Information’’. .” Risks Related to the Merger Mergers and Huntington’s Business Upon Completion of the Mergers Because the market price of Era Common Stock Huntington common stock will fluctuate, Xxxxxxx stockholders FirstMerit common shareholders cannot be certain of the market value of the Per Share Merger Consideration merger consideration they will receive. Upon completion of the Mergermerger, each holder of Xxxxxxx Common Stock, other than holders of dissenting shares, shall be entitled to receive, for each outstanding share of Xxxxxxx Common Stock, a number of FirstMerit common stock (except for specified shares of Era Common Stock equal to the Aggregate Merger Consideration divided FirstMerit common stock held by the number of FirstMerit or Huntington and shares of Xxxxxxx Common Stock outstanding immediately prior to the Merger (including any FirstMerit common stock held by shareholders who properly exercise dissenters’ rights) will be converted into 1.72 shares issued as a result of Huntington common stock and $5.00 in cash. The market value of the Preferred Stock Conversionstock consideration will vary from the closing price of Huntington common stock on the date Huntington and FirstMerit announced the merger, any shares underlying Xxxxxxx options or restricted stock units and certain shares of Xxxxxxx Common Stock held in reserve)on the date that this joint proxy statement/prospectus is mailed to FirstMerit common shareholders, plus on the cash value of any fractional shares of Era Common Stock that would otherwise be payable, as described under ‘‘The Merger—Terms date of the Merger’’)special meeting of the FirstMerit common shareholders, and on the date the merger is completed. Any change in the market price of Era Common Stock Huntington common stock prior to the completion of the Merger merger will affect the market value of any shares of Era Common Stock Xxxxxxx stockholders receive as the stock consideration in the Merger. The market price of Era Common Stock has fluctuated significantly since the signing of the Merger Agreement due to the COVID-19 pandemic and a decrease in oil and natural gas prices since the execution of the Merger Agreement and may continue to fluctuate as a result of a variety of factors, including general market and economic conditions over the past month, changes in Era’s or Xxxxxxx’x respective businesses, operations and prospects, and regulatory considerations. Many of these factors are outside Era’s or Xxxxxxx’x control. Accordingly, at the time of the Xxxxxxx Consent Deadline, Xxxxxxx stockholders will not know or be able to calculate the market price of Era Common Stock that they FirstMerit common shareholders will receive upon completion of the Mergermerger, and there will be no adjustment to the merger consideration for changes in the market price of either shares of Huntington common stock or shares of FirstMerit common stock. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities during the pendency market price of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities and obligates Era and Xxxxxxx to generally operate their businesses in the ordinary course in all material respects during the pendency of the Merger absent EraHuntington’s or Xxxxxxx’x prior written consent, as applicable. These restrictions common stock could prevent Era and Xxxxxxx from pursuing attractive business opportunities or responding effectively to competitive pressures and industry developments that arise prior to the consummation of the Merger or termination of the Merger Agreement and are outside the ordinary course of business. In particular, the Merger Agreement restricts each of Era and Xxxxxxx from making certain acquisitions and dispositions without the prior written consent of the other party. If Era or Xxxxxxx is unable to take actions it believes are beneficial, such restrictions could have an adverse effect on Era’s and/or Xxxxxxx’x business, financial condition and results of operations. The Merger Agreement contains provisions that limit Era’s and Xxxxxxx’x ability to pursue alternatives to the Merger, which could discourage a potential competing acquiror of Era or Xxxxxxx from making a favorable alternative transaction proposal and, in specified circumstances, could require Era or Xxxxxxx to pay a termination fee. The Merger Agreement contains certain provisions that restrict Era’s and Xxxxxxx’x ability to solicit, initiate, facilitate or encourage any inquiries regarding, or the making of any proposal or offer that constitutes, a competing proposal, engage, continue or otherwise participate in any discussions or negotiations regarding, or furnish any non-public information to any person that has made or is, to the knowledge of Era or Xxxxxxx, as applicable, considering making a competing proposal, be subject to customary exceptions and limitations. In addition, Era and Xxxxxxx generally have an opportunity to offer to modify the terms of the Merger Agreement in response to any third-party alternative transaction proposal before the Era Board or Xxxxxxx Board may change, qualify, withhold, withdraw or modify its recommendation that Era’s or Xxxxxxx’x stockholders, as applicable, approve the Merger. Further, even if the Era Board or the Xxxxxxx Board changes, qualifies, withholds, withdraws or modifies its recommendation, unless the Merger Agreement is terminated in accordance with its terms, Era or Xxxxxxx, as applicable, will still be required to submit the merger proposal to the vote of its stockholders. Upon termination of the Merger Agreement in certain circumstances relating significant fluctuations due to changes in sentiment in the recommendation of market regarding Huntington’s operations or business prospects, including market sentiment regarding Huntington’s entry into the Era Board or Xxxxxxx Board in favor of the Merger or entry by Era or Xxxxxxx into an alternative transaction within 12 months of termination of the Merger Agreement, Era or Xxxxxxx will be required to pay a termination fee of $9.0 million, as applicablemerger agreement. These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Era or Xxxxxxx or pursuing an alternative transaction with Era or Xxxxxxx from considering or proposing such a transaction or might result in a potential third-party acquiror or merger partner proposing to pay a lower price to the stockholders of Era or Xxxxxxx than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances. If the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on Era’s and Xxxxxxx’x financial condition, stock price, results of operations, assets or business. Combining Era and Xxxxxxx risks may be more difficult, costly affected by: • operating results that vary from the expectations of Huntington management or time-consuming than currently expected, of securities analysts and Era and Xxxxxxx may fail to realize the anticipated benefits and cost savings of the Merger. Era and Xxxxxxx have operated and, until the completion of the Merger, will continue to operate, independently. The success of the Merger, including anticipated benefits and cost savings, will depend, investors; • developments in part, on Era’s and Xxxxxxx’x ability to successfully combine and integrate their businesses in a manner that does not materially disrupt existing customer relationships or result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect Era’s and/or Xxxxxxx’x ability to maintain relationships with customers and employees. The success of the Combined Company following the Merger may depend, in part, on the ability of Era and Xxxxxxx to integrate their two businesses, business models and cultures. If Era and Xxxxxxx experience difficulties in the integration process, including those listed above, they may fail to realize the anticipated benefits of the Merger in a timely manner or at all. The Combined CompanyHuntington’s business or results of operations or the value of its common stock may be materially and adversely affected as a result. Era and Xxxxxxx also expect to incur material one-time costs to achieve synergies and may fail to realize such estimated synergies. While Era and Xxxxxxx believe these synergies are achievable, their ability to achieve such estimated synergies in the amounts financial services sector generally; • regulatory or legislative changes affecting Huntington’s industry generally or its business and time frame expected is subject operations; • operating and securities price performance of companies that investors consider to various assumptions be comparable to Huntington; • changes in estimates or recommendations by their management teams based on expectations that are subject to a number securities analysts or rating agencies; • announcements of risksstrategic developments, which may or may not be realizedacquisitions, the incurrence of other costs in Era and Xxxxxxx’x operations that may offset all or a portion of such synergies dispositions, financings, and other factors outside their control. As a consequence, Era material events by Huntington or its competitors; and Xxxxxxx may not be able to realize all of these synergies within the time frame expected or at all. Era • changes in global financial markets and Xxxxxxx may incur additional and/or unexpected costs to realize these synergies. In addition, if Era economies and Xxxxxxx fail to achieve the anticipated cost benefits in a timely manner, Era and Xxxxxxx may be unable realize all the anticipated synergies. Failure to achieve the expected synergies could significantly reduce the expected benefits associated with the Merger and adversely affect the Combined Company’s business, financial condition and results of operations. The completion of the Merger is subject to several conditions. There can be no assurances when or if the Merger will be completed. While Era and Xxxxxxx expect to complete the Merger in the middle of 2020, there can be no assurances as to the exact timing of completion of the Merger, or that the Merger will be completed at all. The completion of the Merger is subject to numerous general market conditions, includingsuch as interest or foreign exchange rates, among othersstock, (i) receipt of requisite approvals of Era’s and Xxxxxxx’x stockholders and the filing of the Era Charter Amendment No. 1commodity, (ii) the expiration of any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the ‘‘HSR Act’’) credit or any other antitrust laws, and there not being in effect any voluntary agreement with any antitrust authority under which Era and Xxxxxxx have agreed not to consummate the Merger, (iii) the absence of any governmental order asset valuations or law prohibiting the consummation of the Merger, (iv) the effectiveness of the registration statement for the shares of Era Common Stock to be issued in the Merger and the authorization for listing of those shares on the NYSE, (v) the accuracy of the other party’s representations and warranties, subject to customary materiality standards, (vi) compliance of the other party with its respective covenants under the Merger Agreement in all material respects, and (vii) other customary closing conditions. If such conditions are not satisfied, the Merger will not be consummated unless such conditions are validly waived. Such conditions may jeopardize or delay consummation of the Merger or may reduce the anticipated benefits of the Merger. Further, no assurance can be given that the required approvals will be obtained or that the conditions to closing will be satisfied. Even if all such approvals are obtained, no assurance can be given as to the terms, conditions and timing of such approvals or that they will satisfy the terms of the Merger Agreement. If the Merger is not consummated by October 23, 2020 (as may be extended to a date no later than January 23, 2021 upon satisfaction of certain conditions to extension set forth in the Merger Agreement), either Era or Xxxxxxx may terminate the Merger Agreement. The Merger is subject to the requirements of the HSR Act, and regulatory authorities may impose conditions that could have an adverse effect on Era, Xxxxxxx and/or the Combined Company or that could delay, prevent or increase the costs associated with completion of the Merger. The Merger may not be consummated until notifications under the HSR Act are submitted to the Antitrust Division of the Department of Justice (the ‘‘DOJ’’) and the Federal Trade Commission (the ‘‘FTC’’) and the required waiting period has expired or been terminated. Era and Xxxxxxx submitted their respective Notification and Report forms under the HSR Act on February 6, 2020. On March 9, 2020, Era withdrew its Notification and Report form, and on March 11, 2020, Era refiled an updated Notification and Report form, thereby commencing a new thirty day waiting period, which expired on April 10, 2020 without any extension or further action by the U.S. antitrust agencies. In addition, private parties who may be adversely affected by the Merger and individual states may bring legal action under the antitrust laws in certain circumstances. Although Xxxxxxx and Era believe the consummation of the Merger will not likely be prohibited under the antitrust laws, there can be no assurance that a challenge to the Merger on antitrust grounds will not be made and, if a challenge is made, what the result will be. Under the Merger Agreement, Era and Xxxxxxx have agreed to use their reasonable best efforts to avoid or eliminate each and every impediment to consummation of the transaction under any applicable law that may be asserted by any governmental entity and to obtain all regulatory clearances or observe all regulatory review periods necessary to consummate the Merger and the transactions contemplated by the Merger Agreement as soon as commercially practicable so as to enable the closing to occur as soon as reasonably possible (and in any event, not later than the End Date). In addition, in order to consummate the Merger, Era and Xxxxxxx may be required to comply with conditions, terms, obligations or restrictions imposed by governmental entities under any antitrust law, including divestitures, and such conditions, terms, obligations or restrictions may have the effect of delaying consummation of the Merger, imposing additional material costs on or materially limiting the revenue of the Combined Company after the consummation of the Merger, or otherwise reducing the anticipated benefits to the Combined Company of the Merger. Such conditions, terms, obligations or restrictions may result in the delay or abandonment of the Merger. Notwithstanding any of the foregoing, Era and Xxxxxxx will not be obligated to negotiate, commit to or effect any action that would result in the sale, divestiture, disposal, holding separate, or other disposition of assets, contracts, businesses or product lines of Era and Xxxxxxx, or their respective subsidiaries generating, in the aggregate, Revenues (as defined below) in an aggregate amount in excess of $10.0 million. ‘‘Revenues’’ as used in the immediately preceding sentence means, with respect to any asset, contract, business or product line, gross revenues associated therewith for the twelve months ended December 31, 2019volatility.

RISK FACTORS. In addition An investment in the Securities of the Company involves a high degree of risk and should be considered only by persons who can afford to the other information contained lose their entire investment and who have no need for liquidity in or incorporated by reference into this joint proxy and consent solicitation statement/prospectus, including the matters addressed under the heading ‘‘Cautionary Statement Regarding Forward-Looking Statements,’’ you their investment. You should carefully consider the following risk factors in deciding how to vote on or whether to consent or withhold consent to the proposals presented in this joint proxy and consent solicitation statement/prospectus. You should also consider the other information indescribed below, and discussed in the other documents incorporated by reference into, this joint proxy and consent solicitation statement/prospectus, including in particular the risk factors associated with Era’s business contained under the heading ‘‘section titled “Risk Factors’’ ” in Era’s our most recent Annual Report on Form 10-K for K, as well as the year ended December 31risks, 2019uncertainties and additional information set forth in our SEC Filings incorporated by reference herein. See ‘‘Where You Can Find More Information’’Our business, financial condition or results of operations could be materially adversely affected by any of these risks. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment. Risks Related to the Merger Because Securities and This Offering There is no public market for the market price of Era Common Stock will fluctuate, Xxxxxxx stockholders cannot be certain of the market value of the Per Share Merger Consideration they will receive. Upon completion of the Merger, each holder of Xxxxxxx Common Stock, other than holders of dissenting shares, shall be entitled to receive, for each share of Xxxxxxx Common Stock, a number of shares of Era Common Stock equal to the Aggregate Merger Consideration divided by the number of shares of Xxxxxxx Common Stock outstanding immediately prior to the Merger (including any shares issued as a result of the Series R Preferred Stock Conversion, any shares underlying Xxxxxxx options Shares or restricted stock units and certain shares of Xxxxxxx Common Stock held in reserve), plus the cash value of any fractional shares of Era Common Stock that would otherwise be payable, as described under ‘‘The Merger—Terms of the Merger’’). Any change in the market price of Era Common Stock prior to completion of the Merger will affect the value of any shares of Era Common Stock Xxxxxxx stockholders receive as consideration in the Merger. The market price of Era Common Stock has fluctuated significantly since the signing of the Merger Agreement due to the COVID-19 pandemic Warrants and a decrease in oil and natural gas prices since limited public market for the execution of common stock. There is no public market for the Merger Agreement and may continue to fluctuate as a result of a variety of factors, including general market and economic conditions over Series R Preferred Shares or the past month, changes in Era’s or Xxxxxxx’x respective businesses, operations and prospectsWarrants, and regulatory considerations. Many of these factors are outside Era’s we not intend to have such securities quoted or Xxxxxxx’x control. Accordingly, at the time of the Xxxxxxx Consent Deadline, Xxxxxxx stockholders will not know or be able to calculate the market price of Era Common Stock that they will receive upon completion of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions listed on their business activities during the pendency of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities and obligates Era and Xxxxxxx to generally operate their businesses in the ordinary course in all material respects during the pendency of the Merger absent Era’s or Xxxxxxx’x prior written consent, as applicable. These restrictions could prevent Era and Xxxxxxx from pursuing attractive business opportunities or responding effectively to competitive pressures and industry developments that arise prior to the consummation of the Merger or termination of the Merger Agreement and are outside the ordinary course of business. In particular, the Merger Agreement restricts each of Era and Xxxxxxx from making certain acquisitions and dispositions without the prior written consent of the other party. If Era or Xxxxxxx is unable to take actions it believes are beneficial, such restrictions could have an adverse effect on Era’s and/or Xxxxxxx’x business, financial condition and results of operations. The Merger Agreement contains provisions that limit Era’s and Xxxxxxx’x ability to pursue alternatives to the Merger, which could discourage a potential competing acquiror of Era or Xxxxxxx from making a favorable alternative transaction proposal and, in specified circumstances, could require Era or Xxxxxxx to pay a termination fee. The Merger Agreement contains certain provisions that restrict Era’s and Xxxxxxx’x ability to solicit, initiate, facilitate or encourage any inquiries regarding, or the making of any proposal or offer that constitutes, a competing proposal, engage, continue or otherwise participate in any discussions or negotiations regarding, or furnish any non-public information to any person that has made or is, to the knowledge of Era or Xxxxxxx, as applicable, considering making a competing proposal, subject to customary exceptions and limitationsmarket. In addition, Era and Xxxxxxx generally our common stock is quoted on the OTC Pink which is an unorganized, inter-dealer, over-the-counter market which provides significantly less liquidity than the NASDAQ Capital Market or other national securities exchange. These factors may have an opportunity adverse impact on the trading and price of our common stock. The Securities will be subject to offer restrictions on resale. We have not registered the sale of any of the Securities under the Securities Act or any state securities laws. The securities offered hereby are highly illiquid, and are not transferable except in accordance with the Securities Act. Consequently, the Securities may not be resold or otherwise transferred unless they are subsequently registered under applicable securities laws or an exemption therefrom is available. In view of these and other limitations to modify the transfer of the Securities as described herein, the Securities should be considered an illiquid investment which may need to be held indefinitely. Limitations on the transfer of the Securities may also adversely affect the price that a Subscriber might be able to obtain for such securities in a private sale. The price of the Units has been determined without a third party valuation or fairness opinion. We have set the price of Units without the benefit of any third party valuation or fairness opinion or review. You must make your own determination as to the accuracy, fairness or reasonableness of the price of the Units and the other terms of the Merger Agreement in response Offering. We will have significant discretion over the use of the gross proceeds. The Company intends to any third-party alternative transaction proposal before use the Era Board or Xxxxxxx Board may changenet proceeds of this Offering for general corporate purposes and to meet working capital needs. Accordingly, qualify, withhold, withdraw or modify its recommendation that Era’s or Xxxxxxx’x stockholders, Company management will have broad discretion as applicable, approve the Merger. Further, even if the Era Board or the Xxxxxxx Board changes, qualifies, withholds, withdraws or modifies its recommendation, unless the Merger Agreement is terminated in accordance with its terms, Era or Xxxxxxx, as applicable, will still be required to submit the merger proposal to the vote of its stockholders. Upon termination of the Merger Agreement in certain circumstances relating to changes in the recommendation of the Era Board or Xxxxxxx Board in favor of the Merger or entry by Era or Xxxxxxx into an alternative transaction within 12 months of termination of the Merger Agreement, Era or Xxxxxxx will be required to pay a termination fee of $9.0 million, as applicable. These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Era or Xxxxxxx or pursuing an alternative transaction with Era or Xxxxxxx from considering or proposing such a transaction or might result in a potential third-party acquiror or merger partner proposing to pay a lower price to the stockholders of Era or Xxxxxxx than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances. If the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on Era’s and Xxxxxxx’x financial condition, stock price, results of operations, assets or business. Combining Era and Xxxxxxx may be more difficult, costly or time-consuming than currently expected, and Era and Xxxxxxx may fail to realize the anticipated benefits and cost savings of the Merger. Era and Xxxxxxx have operated and, until the completion of the Merger, will continue to operate, independently. The success of the Merger, including anticipated benefits and cost savings, will depend, in part, on Era’s and Xxxxxxx’x ability to successfully combine and integrate their businesses in a manner that does not materially disrupt existing customer relationships or result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect Era’s and/or Xxxxxxx’x ability to maintain relationships with customers and employees. The success of the Combined Company following the Merger may depend, in part, on the ability of Era and Xxxxxxx to integrate their two businesses, business models and cultures. If Era and Xxxxxxx experience difficulties in the integration process, including those listed above, they may fail to realize the anticipated benefits of the Merger in a timely manner or at all. The Combined Company’s business or results of operations or the value of its common stock may be materially and adversely affected as a result. Era and Xxxxxxx also expect to incur material one-time costs to achieve synergies and may fail to realize such estimated synergies. While Era and Xxxxxxx believe these synergies are achievable, their ability to achieve such estimated synergies in the amounts and time frame expected is subject to various assumptions by their management teams based on expectations that are subject to a number of risks, which may or may not be realized, the incurrence of other costs in Era and Xxxxxxx’x operations that may offset all or a portion application of such synergies and other factors outside their control. As a consequence, Era and Xxxxxxx may not be able to realize all of these synergies within the time frame expected or at all. Era and Xxxxxxx may incur additional and/or unexpected costs to realize these synergies. In addition, if Era and Xxxxxxx fail to achieve the anticipated cost benefits in a timely manner, Era and Xxxxxxx may be unable realize all the anticipated synergies. Failure to achieve the expected synergies could significantly reduce the expected benefits associated with the Merger and adversely affect the Combined Company’s business, financial condition and results of operations. The completion of the Merger is subject to several conditionsproceeds. There can be no assurances when assurance that management’s use of proceeds generated through this Offering will prove optimal or if translate into revenue or profitability for the Merger Company. There is no investor counsel. The Company has not retained any independent professionals to review or comment on this Offering or otherwise protect the interests of Subscribers. Although the Company has retained its own counsel, neither such firm nor any other firm has made any independent examination of any factual matters represented by management herein, and purchasers of the Securities offered hereby should not rely on any such firms so retained with respect to any matters herein described. No governmental entity has evaluated our securities. No federal or state commission, department or agency has made any evaluation, finding, recommendation or endorsement with respect to the Securities. Additional stock offerings in the future may dilute then-existing shareholders’ percentage ownership of the Company. Given our plans and expectations that we will need additional capital and personnel, we anticipate that we will need to issue additional shares of common stock or securities convertible or exercisable for shares of common stock, including convertible preferred stock, convertible notes, stock options or warrants. The issuance of additional securities in the future will dilute the percentage ownership of then current stockholders. Without limiting the generality of the foregoing, the Company may conduct other offerings concurrent with this offering. Subscribers in this Offering who do not hold securities of the Company purchased in certain prior offerings of the Company will be completedsubject to additional dilution. While Era and Xxxxxxx expect to complete the Merger in the middle of 2020, there can be no assurances as Pursuant to the exact timing Series R Certificate of completion Designation, subscribers in this Offering who hold securities of the MergerCompany that such subscribers purchased in certain prior offerings of the Company, or that the Merger at such time as they convert Series R Preferred Stock to common stock, will be completed at all. The completion of the Merger is subject entitled to numerous conditions, including, among others, (i) receipt of requisite approvals of Era’s and Xxxxxxx’x stockholders and the filing of the Era Charter Amendment No. 1, (ii) the expiration of any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the ‘‘HSR Act’’) or any other antitrust laws, and there not being in effect any voluntary agreement with any antitrust authority under which Era and Xxxxxxx have agreed not to consummate the Merger, (iii) the absence of any governmental order or law prohibiting the consummation of the Merger, (iv) the effectiveness of the registration statement for the additional shares of Era Common Stock to be issued in the Merger and the authorization for listing of those shares on the NYSEcommon stock, (v) the accuracy of the other party’s representations and warranties, subject to customary materiality standards, (vi) compliance of the other party with its respective covenants under the Merger Agreement in all material respects, and (vii) other customary closing conditions. If such conditions are not satisfied, the Merger will not be consummated unless such conditions are validly waived. Such conditions may jeopardize or delay consummation of the Merger or may reduce the anticipated benefits of the Merger. Further, no assurance can be given that the required approvals will be obtained or that the conditions to closing will be satisfied. Even if all such approvals are obtained, no assurance can be given as pursuant to the terms, conditions formula and timing of such approvals or that they will satisfy the terms of the Merger Agreement. If the Merger is not consummated by October 23, 2020 (as may be extended to a date no later than January 23, 2021 upon satisfaction of certain conditions to extension set forth in the Merger Agreement), either Era or Xxxxxxx may terminate the Merger Agreement. The Merger is subject to the requirements terms and conditions set forth therein, that holders of Series R Preferred Stock who convert shares to common stock will not otherwise be entitled to. This will result in additional dilution to subscribers in this Offering who do not hold such securities purchased in such prior offerings of the HSR ActCompany and will thus not be entitled to such additional shares. We may be unable to pay dividends on the Series R Preferred Stock Under Nevada law, and regulatory authorities may impose conditions that could have an adverse effect on Era, Xxxxxxx and/or the Combined Company or that could delay, prevent or increase the costs associated with completion of the Merger. The Merger may not pay cash dividends to holders of Series R Preferred Stock if the Company would not be consummated until notifications under able to pay its debts as they become due in the HSR Act are submitted usual course of business. This may limit our ability to pay dividends on the Antitrust Division of the Department of Justice (the ‘‘DOJ’’) and the Federal Trade Commission (the ‘‘FTC’’) and the required waiting period has expired or been terminated. Era and Xxxxxxx submitted their respective Notification and Report forms under the HSR Act on February 6, 2020. On March 9, 2020, Era withdrew its Notification and Report form, and on March 11, 2020, Era refiled an updated Notification and Report form, thereby commencing a new thirty day waiting period, which expired on April 10, 2020 without any extension or further action by the U.S. antitrust agenciesSeries R Preferred Stock. In addition, private parties who the Company has certain other series of preferred stock that are entitled to dividends, as further described in the SEC Filings. This may also adversely affect our ability to pay dividends on the Series R Preferred Stock. The Series R Preferred Shares will not have voting rights. Holders of the Series R Preferred Shares, by virtue of holding such shares, will not have any voting rights, except as may be adversely affected by required under applicable law. Thus, the Merger and individual states may bring legal action under the antitrust laws in certain circumstances. Although Xxxxxxx and Era believe the consummation holders of the Merger Series R Preferred Shares, by virtue of holding such shares, will not likely be prohibited under have no right to participate in the antitrust laws, there can be no assurance that a challenge to the Merger on antitrust grounds will not be made and, if a challenge is made, what the result will be. Under the Merger Agreement, Era and Xxxxxxx have agreed to use their reasonable best efforts to avoid or eliminate each and every impediment to consummation election of directors of the transaction under Company or any applicable law other matter that may be asserted by any governmental entity and brought to obtain all regulatory clearances or observe all regulatory review periods necessary the vote of the shareholders of the Company. The Series R Preferred Shares will be subject to consummate the Merger and Company’s right of redemption. Pursuant to the transactions contemplated by Series R Certificate of Designation, the Merger Agreement as soon as commercially practicable so as to enable the closing to occur as soon as reasonably possible (and in any event, not later than the End Date). In addition, in order to consummate the Merger, Era and Xxxxxxx may be required to comply with conditions, terms, obligations or restrictions imposed by governmental entities under any antitrust law, including divestitures, and such conditions, terms, obligations or restrictions may Company will have the effect right (but no obligation) to redeem outstanding shares of delaying consummation of the Merger, imposing additional material costs on or materially limiting the revenue of the Combined Company after the consummation of the Merger, or otherwise reducing the anticipated benefits to the Combined Company of the Merger. Such conditions, terms, obligations or restrictions may result in the delay or abandonment of the Merger. Notwithstanding any of the foregoing, Era and Xxxxxxx will not be obligated to negotiate, commit to or effect any action that would result in the sale, divestiture, disposal, holding separate, or other disposition of assets, contracts, businesses or product lines of Era and Xxxxxxx, or their respective subsidiaries generatingSeries R Preferred Stock, in the aggregateCompany’s discretion, Revenues (subject to the terms and conditions set forth therein. Such redemption, if it occurs, may reduce the return on Series R Preferred Shares for Subscribers, as defined below) in an aggregate amount in excess of $10.0 million. ‘‘Revenues’’ as used in the immediately preceding sentence means, with respect redeemed shares will no longer be entitled to any asset, contract, business or product line, gross revenues associated therewith for the twelve months ended December 31, 2019further dividends.

RISK FACTORS. In addition to the other information contained in or incorporated by reference into this joint proxy and consent solicitation statement/statement/ prospectus, including the matters addressed under the heading ‘‘Cautionary Statement Regarding caption “Forward-Looking Statements,’’ ”, you should carefully consider the following risk factors in deciding how to vote on or whether to consent or withhold consent to the proposals presented in this joint proxy and consent solicitation statement/prospectus. You should also consider the other information in, and the other documents incorporated by reference into, this joint proxy and consent solicitation statement/prospectus, including in particular the risk factors associated with Era’s business contained under the heading ‘‘Risk Factors’’ in Era’s Annual Report on Form 10-K for the year ended December 31, 2019. See ‘‘“Where You Can Find More Information’’” in the forepart of this joint proxy statement/ prospectus and “Incorporation of Certain Documents by Reference” beginning on page 240. Risks Related to the Merger Because the market price Market Price of Era Shares of WMIH Common Stock will fluctuateWill Fluctuate, Xxxxxxx stockholders canNationstar Stockholders Cannot be certain Be Sure of the market value Value of the Per Share Merger Consideration they will receiveThey Will Receive. Upon completion of the Mergermerger, each holder share of Xxxxxxx Common Stock, other than holders of dissenting shares, shall Nationstar common stock will be entitled converted into the right to receive, for each share at the election of Xxxxxxx Common Stockthe holder of such share, subject to proration and adjustment, either (i) $18.00 in cash or (ii) 12.7793 shares of WMIH common stock. The stock portion of the merger consideration that Nationstar stockholders electing to receive stock consideration will receive is a fixed number of shares of WMIH common stock (subject to proration and adjustment); it is not a number of shares of Era Common Stock equal to the Aggregate Merger Consideration divided by the number of shares of Xxxxxxx Common Stock outstanding immediately prior to the Merger (including any shares issued as with a result of the Preferred Stock Conversion, any shares underlying Xxxxxxx options or restricted stock units and certain shares of Xxxxxxx Common Stock held in reserve), plus the cash value of any fractional shares of Era Common Stock that would otherwise be payable, as described under ‘‘particular fixed market value. See “The Merger—Terms of the Merger’’)” beginning on page 92. Any change The market value of WMIH common stock and Nationstar common stock at the effective time of the merger may vary significantly from their respective values on the date the merger agreement was executed or at other dates, including the date on which Nationstar stockholders vote on the adoption of the merger agreement. Because the exchange ratio relating to the stock portion of the merger consideration is fixed at 12.7793 and will not be adjusted to reflect any changes in the market price value of Era Common Stock prior to completion shares of WMIH common stock or Nationstar common stock, the market value of the Merger will affect shares of WMIH common stock issued in connection with the merger and the Nationstar common stock converted in connection with the merger may be higher or lower than the values of those shares on earlier dates, and may be higher or lower than the value of any shares of Era Common Stock Xxxxxxx stockholders receive as consideration in used to determine the Merger. The market price of Era Common Stock has fluctuated significantly since the signing of the Merger Agreement due to the COVID-19 pandemic and a decrease in oil and natural gas prices since the execution of the Merger Agreement and may continue to fluctuate as a result of a variety of factors, including general market and economic conditions over the past month, changes in Era’s or Xxxxxxx’x respective businesses, operations and prospects, and regulatory considerations. Many of these factors are outside Era’s or Xxxxxxx’x controlexchange ratio. Accordingly, at the time of the Xxxxxxx Consent DeadlineNationstar special meeting, Xxxxxxx Nationstar stockholders will not know or be able to calculate the market price value of Era Common Stock that the shares of WMIH common stock they will would receive upon completion of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities during the pendency of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities and obligates Era and Xxxxxxx to generally operate their businesses in the ordinary course in all material respects during the pendency of the Merger absent Era’s or Xxxxxxx’x prior written consent, as applicable. These restrictions could prevent Era and Xxxxxxx from pursuing attractive business opportunities or responding effectively to competitive pressures and industry developments that arise prior to the consummation of the Merger or termination of the Merger Agreement and are outside the ordinary course of business. In particular, the Merger Agreement restricts each of Era and Xxxxxxx from making certain acquisitions and dispositions without the prior written consent of the other party. If Era or Xxxxxxx is unable to take actions it believes are beneficial, such restrictions could have an adverse effect on Era’s and/or Xxxxxxx’x business, financial condition and results of operations. The Merger Agreement contains provisions that limit Era’s and Xxxxxxx’x ability to pursue alternatives to the Merger, which could discourage a potential competing acquiror of Era or Xxxxxxx from making a favorable alternative transaction proposal and, in specified circumstances, could require Era or Xxxxxxx to pay a termination fee. The Merger Agreement contains certain provisions that restrict Era’s and Xxxxxxx’x ability to solicit, initiate, facilitate or encourage any inquiries regarding, or the making of any proposal or offer that constitutes, a competing proposal, engage, continue or otherwise participate in any discussions or negotiations regarding, or furnish any non-public information to any person that has made or is, to the knowledge of Era or Xxxxxxx, as applicable, considering making a competing proposal, subject to customary exceptions and limitations. In addition, Era and Xxxxxxx generally have an opportunity to offer to modify the terms of the Merger Agreement in response to any third-party alternative transaction proposal before the Era Board or Xxxxxxx Board may change, qualify, withhold, withdraw or modify its recommendation that Era’s or Xxxxxxx’x stockholders, as applicable, approve the Merger. Further, even if the Era Board or the Xxxxxxx Board changes, qualifies, withholds, withdraws or modifies its recommendation, unless the Merger Agreement is terminated in accordance with its terms, Era or Xxxxxxx, as applicable, will still be required to submit the merger proposal to the vote of its stockholders. Upon termination of the Merger Agreement in certain circumstances relating to changes in the recommendation of the Era Board or Xxxxxxx Board in favor of the Merger or entry by Era or Xxxxxxx into an alternative transaction within 12 months of termination of the Merger Agreement, Era or Xxxxxxx will be required to pay a termination fee of $9.0 million, as applicable. These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Era or Xxxxxxx or pursuing an alternative transaction with Era or Xxxxxxx from considering or proposing such a transaction or might result in a potential third-party acquiror or merger partner proposing to pay a lower price to the stockholders of Era or Xxxxxxx than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances. If the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on Era’s and Xxxxxxx’x financial condition, stock price, results of operations, assets or business. Combining Era and Xxxxxxx may be more difficult, costly or time-consuming than currently expected, and Era and Xxxxxxx may fail to realize the anticipated benefits and cost savings of the Merger. Era and Xxxxxxx have operated and, until the completion of the Mergermerger. Stock price changes may result from a variety of factors, will continue to operateincluding changes in the business, independentlyoperations or prospects of WMIH or Nationstar, regulatory considerations, and general business, market, industry or economic conditions. The success Many of these factors are outside of the Merger, including anticipated benefits control of WMIH and cost savings, will depend, in part, on Era’s and Xxxxxxx’x ability to successfully combine and integrate their businesses in Nationstar. Nationstar Stockholders May Receive a manner that does not materially disrupt existing customer relationships Form or result in decreased revenues due to loss Combination of customersConsideration Different from What They Elect. It is possible that the integration process could result in the loss While each holder of key employees, the disruption of either company’s ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect Era’s and/or Xxxxxxx’x ability to maintain relationships with customers and employees. The success of the Combined Company following the Merger may depend, in part, on the ability of Era and Xxxxxxx to integrate their two businesses, business models and cultures. If Era and Xxxxxxx experience difficulties in the integration process, including those listed above, they may fail to realize the anticipated benefits of the Merger in a timely manner or at all. The Combined Company’s business or results of operations or the value of its Nationstar common stock may be materially and adversely affected as a result. Era and Xxxxxxx also expect elect to incur material one-time costs to achieve synergies and may fail to realize such estimated synergies. While Era and Xxxxxxx believe these synergies are achievablereceive, their ability to achieve such estimated synergies in connection with the amounts and time frame expected is subject to various assumptions by their management teams based on expectations that are subject to a number of risksmerger, which may cash consideration or may not be realizedstock consideration, the incurrence total amount of other costs in Era and Xxxxxxx’x operations that may offset cash available for all or a portion of such synergies and other factors outside their control. As a consequence, Era and Xxxxxxx may not be able to realize all of these synergies within the time frame expected or at all. Era and Xxxxxxx may incur additional and/or unexpected costs to realize these synergies. In addition, if Era and Xxxxxxx fail to achieve the anticipated cost benefits in a timely manner, Era and Xxxxxxx may be unable realize all the anticipated synergies. Failure to achieve the expected synergies could significantly reduce the expected benefits associated with the Merger and adversely affect the Combined Company’s business, financial condition and results of operations. The completion of the Merger Nationstar stockholders is subject to several conditions. There can be no assurances when or if the Merger will be completed. While Era and Xxxxxxx expect to complete the Merger in the middle of 2020, there can be no assurances as to the exact timing of completion of the Merger, or that the Merger will be completed at all. The completion of the Merger is subject to numerous conditions, including, among others, (i) receipt of requisite approvals of Era’s and Xxxxxxx’x stockholders and the filing of the Era Charter Amendment No. 1, (ii) the expiration of any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the ‘‘HSR Act’’) or any other antitrust laws, and there not being in effect any voluntary agreement with any antitrust authority under which Era and Xxxxxxx have agreed not to consummate the Merger, (iii) the absence of any governmental order or law prohibiting the consummation of the Merger, (iv) the effectiveness of the registration statement for the shares of Era Common Stock to be issued in the Merger and the authorization for listing of those shares on the NYSE, (v) the accuracy of the other party’s representations and warranties, subject to customary materiality standards, (vi) compliance of the other party with its respective covenants under the Merger Agreement in all material respects, and (vii) other customary closing conditions. If such conditions are not satisfied, the Merger will not be consummated unless such conditions are validly waived. Such conditions may jeopardize or delay consummation of the Merger or may reduce the anticipated benefits of the Merger. Further, no assurance can be given that the required approvals will be obtained or that the conditions to closing will be satisfied. Even if all such approvals are obtained, no assurance can be given as to the terms, conditions and timing of such approvals or that they will satisfy the terms of the Merger Agreement. If the Merger is not consummated by October 23, 2020 (as may be extended to a date no later than January 23, 2021 upon satisfaction of certain conditions to extension set forth in the Merger Agreement), either Era or Xxxxxxx may terminate the Merger Agreement. The Merger is subject to the requirements of the HSR Act, and regulatory authorities may impose conditions that could have an adverse effect on Era, Xxxxxxx and/or the Combined Company or that could delay, prevent or increase the costs associated with completion of the Merger. The Merger may not be consummated until notifications under the HSR Act are submitted to the Antitrust Division of the Department of Justice (the ‘‘DOJ’’) and the Federal Trade Commission (the ‘‘FTC’’) and the required waiting period has expired or been terminated. Era and Xxxxxxx submitted their respective Notification and Report forms under the HSR Act on February 6, 2020. On March 9, 2020, Era withdrew its Notification and Report form, and on March 11, 2020, Era refiled an updated Notification and Report form, thereby commencing a new thirty day waiting period, which expired on April 10, 2020 without any extension or further action by the U.S. antitrust agencies. In addition, private parties who may be adversely affected by the Merger and individual states may bring legal action under the antitrust laws in certain circumstances. Although Xxxxxxx and Era believe the consummation of the Merger will not likely be prohibited under the antitrust laws, there can be no assurance that a challenge to the Merger on antitrust grounds will not be made and, if a challenge is made, what the result will be. Under the Merger Agreement, Era and Xxxxxxx have agreed to use their reasonable best efforts to avoid or eliminate each and every impediment to consummation of the transaction under any applicable law that may be asserted by any governmental entity and to obtain all regulatory clearances or observe all regulatory review periods necessary to consummate the Merger and the transactions contemplated by the Merger Agreement as soon as commercially practicable so as to enable the closing to occur as soon as reasonably possible (and in any event, not later than the End Date). In addition, in order to consummate the Merger, Era and Xxxxxxx may be required to comply with conditions, terms, obligations or restrictions imposed by governmental entities under any antitrust law, including divestitures, and such conditions, terms, obligations or restrictions may have the effect of delaying consummation of the Merger, imposing additional material costs on or materially limiting the revenue of the Combined Company after the consummation of the Merger, or otherwise reducing the anticipated benefits to the Combined Company of the Merger. Such conditions, terms, obligations or restrictions may result in the delay or abandonment of the Merger. Notwithstanding any of the foregoing, Era and Xxxxxxx will not be obligated to negotiate, commit to or effect any action that would result in the sale, divestiture, disposal, holding separate, or other disposition of assets, contracts, businesses or product lines of Era and Xxxxxxx, or their respective subsidiaries generating, in the aggregate, Revenues (as defined below) in an aggregate amount in excess of $10.0 million. ‘‘Revenues’’ as used in the immediately preceding sentence means, with respect to any asset, contract, business or product line, gross revenues associated therewith for the twelve months ended December 31, 2019.fixed at

RISK FACTORS. In addition to the other information contained in or incorporated by reference into this joint proxy and consent solicitation statement/statement/ prospectus, including the matters addressed under the heading ‘‘Cautionary Statement Regarding caption “Caution About Forward-Looking Statements,’’ ” on page 35, you should carefully consider the following risk factors carefully in deciding how whether to vote on or whether to consent or withhold consent approve the merger agreement. In addition, AEP’s and Xxxxx’x respective businesses are subject to the proposals presented in this joint proxy numerous risks and consent solicitation statement/prospectus. You should also consider the other information in, and the other documents incorporated by reference into, this joint proxy and consent solicitation statement/prospectusuncertainties, including the risks and uncertainties described, in particular the risk factors associated with Era’s business contained under the heading ‘‘Risk Factors’’ case of Xxxxx, in Era’s its Annual Report on Form 10-K for the fiscal year ended December October 1, 2016, and in the case of AEP, in its Annual Report on Form 10-K for the fiscal year ended October 31, 20192015 and subsequent Quarterly Reports on Form 10-Q, each of which are incorporated by reference into this proxy statement/prospectus. Additional risks and uncertainties not presently known to Xxxxx or AEP that are not currently believed to be important to you, if they materialize, also may adversely affect the mergers or Xxxxx after the mergers. See ‘‘the section entitled “Where You Can Find More Information’’” beginning on page 153 of this proxy statement/prospectus. Risks Related AEP stockholders may receive a form of consideration different from what they elect. While each AEP stockholder may elect to receive cash or Xxxxx common stock in exchange for each share of AEP common stock (including shares of restricted stock) that it holds, in the event the base merger consideration becomes payable, the total number of shares of AEP common stock that will be converted into the cash consideration is fixed at fifty percent (50%) of the total number of shares of AEP common stock outstanding immediately prior to the completion of the mergers (including shares of restricted stock, but excluding cancelled shares and dissenting shares), and the remaining fifty percent (50%) of shares of AEP common stock will be converted into the stock consideration. As a result, if you choose the election that is oversubscribed and the base merger consideration becomes payable, you will receive a portion of your consideration in the form you did not elect. In addition, while not currently anticipated, in certain limited circumstances, and subject to the approval of the alternative merger consideration proposal by AEP stockholders, Xxxxx may elect to pay the merger consideration entirely in cash, in which case all AEP stockholders will receive the cash consideration, including stockholders who make a stock election. See “The Merger Agreement — Consideration to be Received by AEP Stockholders in the Mergers — Alternative Merger Consideration.” Xxxxx may exercise the Alternative Funding Election and pay cash for shares of AEP common stock if certain conditions exist. In the event the alternative merger consideration proposal is adopted by AEP stockholders, certain conditions occur and Xxxxx makes an Alternative Funding Election, AEP stockholders will be entitled to receive only cash for their shares of AEP common stock. In that event, each AEP stockholder generally would recognize gain or loss on each share of AEP common stock surrendered in an amount equal to the difference between the stockholder’s adjusted tax basis in that share and the amount of cash received for the stockholder’s AEP common stock upon completion of the First-Step Merger. See “The Merger Agreement — Consideration to be Received by AEP Stockholders in the Mergers — Alternative Merger Consideration.” Because the exchange ratio is fixed and the market price of Era Common Stock will Xxxxx common stock may fluctuate, Xxxxxxx stockholders you cannot be certain of the precise value of the stock consideration you may receive in the mergers. If the base merger consideration becomes payable, at the time the mergers are completed, each issued and outstanding share of AEP common stock (including restricted stock but excluding dissenting shares and cancelled shares) will be converted into the right to receive either (i) $110.00 in cash, or (ii) 2.5011 shares of Xxxxx common stock, based on the holder’s election and subject to an overall proration which will result in fifty percent (50%) of the aggregate consideration in the mergers to be payable in cash, and fifty percent (50%) of the aggregate consideration in the mergers to be payable in shares of Xxxxx common stock, except in the limited circumstances under which Xxxxx may elect to pay the entire merger consideration in cash (which is subject to, among other things, the approval of the alternative merger consideration proposal by AEP stockholders). See “The Merger Agreement — Consideration to be Received by AEP Stockholders in the Mergers.” Time will elapse from the date of the merger agreement, when the exchange ratio was established, until each of the date of this proxy statement/prospectus, the date on which AEP stockholders vote to approve the merger agreement at the special meeting, the election deadline by which AEP stockholders may elect to receive the cash consideration or the stock consideration and the date on which AEP stockholders entitled to receive shares of Xxxxx common stock under the merger agreement actually receive such shares. The market value of the Per Share Merger Consideration they will receive. Upon completion of the Merger, each holder of Xxxxxxx Common Stock, other than holders of dissenting shares, shall be entitled to receive, for each share of Xxxxxxx Common Stock, a number of shares of Era Common Stock equal to the Aggregate Merger Consideration divided by the number of shares of Xxxxxxx Common Stock outstanding immediately prior to the Merger (including any shares issued as a result of the Preferred Stock Conversion, any shares underlying Xxxxxxx options or restricted Xxxxx common stock units and certain shares of Xxxxxxx Common Stock held in reserve), plus the cash value of any fractional shares of Era Common Stock that would otherwise be payable, as described under ‘‘The Merger—Terms of the Merger’’). Any change in the market price of Era Common Stock prior to completion of the Merger will affect the value of any shares of Era Common Stock Xxxxxxx stockholders receive as consideration in the Merger. The market price of Era Common Stock has fluctuated significantly since the signing of the Merger Agreement due to the COVID-19 pandemic and a decrease in oil and natural gas prices since the execution of the Merger Agreement and may continue to fluctuate during these periods as a result of a variety of factors, including general market and economic conditions over the past monthconditions, changes in Era’s or Xxxxxxx’x respective Xxxxx’x businesses, operations and prospects, prospects and regulatory considerations. Many of these factors are outside Era’s of the control of AEP and Xxxxx. Consequently, at the time AEP stockholders must decide whether to approve the merger agreement, including the base merger consideration proposal, and, if applicable, to elect to receive stock consideration or Xxxxxxx’x controlcash consideration, they will not know the actual market value of the shares of Xxxxx common stock they may receive when the mergers are completed. AccordinglyThe value of the cash consideration is fixed at $110.00, but the actual value of the shares of Xxxxx common stock to be issued to AEP stockholders who receive stock consideration, if any, will depend on the market value of shares of Xxxxx common stock on the date of issuance. This value will not be known at the time of the Xxxxxxx Consent Deadline, Xxxxxxx stockholders will not know special meeting and may be more or be able to calculate less than the market current price of Era Common Stock that they will receive upon Xxxxx common stock or the price of Xxxxx common stock at the time of the special meeting or at the time an election is made, and the implied value of the stock consideration may be more or less than the value of the cash consideration at the completion of the Mergermergers. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities during the pendency market price for Xxxxx common stock may be affected by factors different from those that historically have affected AEP. Upon completion of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities and obligates Era and Xxxxxxx to generally operate their businesses mergers, holders of AEP common stock who receive stock consideration in the ordinary course in all material respects during the pendency of the Merger absent Era’s or Xxxxxxx’x prior written consentmergers, as applicable. These restrictions could prevent Era and Xxxxxxx from pursuing attractive business opportunities or responding effectively to competitive pressures and industry developments that arise prior to the consummation of the Merger or termination of the Merger Agreement and are outside the ordinary course of business. In particular, the Merger Agreement restricts each of Era and Xxxxxxx from making certain acquisitions and dispositions without the prior written consent of the other party. If Era or Xxxxxxx is unable to take actions it believes are beneficial, such restrictions could have an adverse effect on Era’s and/or Xxxxxxx’x business, financial condition and results of operations. The Merger Agreement contains provisions that limit Era’s and Xxxxxxx’x ability to pursue alternatives to the Merger, which could discourage a potential competing acquiror of Era or Xxxxxxx from making a favorable alternative transaction proposal and, in specified circumstances, could require Era or Xxxxxxx to pay a termination fee. The Merger Agreement contains certain provisions that restrict Era’s and Xxxxxxx’x ability to solicit, initiate, facilitate or encourage any inquiries regarding, or the making of any proposal or offer that constitutes, a competing proposal, engage, continue or otherwise participate in any discussions or negotiations regarding, or furnish any non-public information to any person that has made or is, to the knowledge of Era or Xxxxxxx, as applicable, considering making a competing proposal, subject to customary exceptions and limitations. In addition, Era and Xxxxxxx generally have an opportunity to offer to modify the terms of the Merger Agreement in response to any third-party alternative transaction proposal before the Era Board or Xxxxxxx Board may change, qualify, withhold, withdraw or modify its recommendation that Era’s or Xxxxxxx’x stockholders, as applicable, approve the Merger. Further, even if the Era Board or the Xxxxxxx Board changes, qualifies, withholds, withdraws or modifies its recommendation, unless the Merger Agreement is terminated in accordance with its terms, Era or Xxxxxxx, as applicable, will still become holders of Xxxxx common stock. Xxxxx’x businesses differ from those of AEP, and accordingly the results of operations of Xxxxx will be required to submit affected by some factors that are different from those currently affecting the merger proposal to the vote results of its stockholdersoperations of AEP. Upon termination For a discussion of the Merger Agreement businesses of Xxxxx and AEP and of some important factors to consider in certain circumstances relating connection with those businesses, see the section entitled “Information About the Companies” beginning on page 37 of this proxy statement/prospectus and the documents incorporated by reference referred to changes under the section entitled “Where You Can Find More Information” beginning on page 153, including, in particular, in the recommendation of section entitled “Risk Factors” in Xxxxx’x Annual Report on Form 10-K for the Era Board or Xxxxxxx Board in favor of the Merger or entry by Era or Xxxxxxx into an alternative transaction within 12 months of termination of the Merger Agreementfiscal year ended October 1, Era or Xxxxxxx will be required to pay a termination fee of $9.0 million, as applicable2016. These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Era or Xxxxxxx or pursuing an alternative transaction with Era or Xxxxxxx from considering or proposing such a transaction or might result in a potential third-party acquiror or merger partner proposing to pay a lower price to the stockholders of Era or Xxxxxxx than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances. If the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on Era’s and Xxxxxxx’x financial condition, stock price, results of operations, assets or business. Combining Era and Xxxxxxx Xxxxx may be more difficult, costly or time-consuming than currently expected, unable to successfully integrate AEP’s operations and Era and Xxxxxxx may fail to not realize the anticipated benefits of acquiring AEP. Xxxxx and cost savings of the Merger. Era and Xxxxxxx AEP have operated and, until the completion of the Mergermergers, will continue to operate, independently. The success of the Merger, including anticipated benefits and cost savings, mergers will depend, in part, on Era’s and Xxxxxxx’x Xxxxx’x ability to successfully combine and integrate their businesses in a manner that does not materially disrupt existing customer relationships or result in decreased revenues due to loss of customersAEP’s operations. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing Xxxxx’x business or inconsistencies in standards, controls, procedures and policies that adversely affect Era’s and/or Xxxxxxx’x ability to maintain relationships with customers and employees. The success of the Combined Company following the Merger may depend, in part, on the ability of Era and Xxxxxxx to integrate their two businesses, business models and cultures. If Era and Xxxxxxx experience difficulties in the integration process, including those listed above, they may fail to realize the anticipated benefits of the Merger in a timely manner or at all. The Combined Company’s business or results of operations or the value of its common stock may be materially negatively affected if Xxxxx is unable to effectively manage its expanded operations and adversely affected as a result. Era and Xxxxxxx also expect to incur material one-time costs to achieve synergies and may fail to realize such estimated synergies. While Era and Xxxxxxx believe these synergies are achievable, their ability to achieve such estimated synergies in the amounts and time frame expected is subject to various assumptions by their management teams based on expectations there can be no assurance that are subject to a number of risks, which may or may not be realized, the incurrence of other costs in Era and Xxxxxxx’x operations that may offset all or a portion of such synergies and other factors outside their control. As a consequence, Era and Xxxxxxx may not Xxxxx will be able to realize all successfully integrate the businesses of these synergies within AEP. Implementation of Xxxxx’x integration plans will require significant time and focus from management and may divert attention from the time frame expected or at allday-to-day operations of the combined business. Era and Xxxxxxx may incur additional and/or unexpected costs to realize these synergies. In addition, if Era and Xxxxxxx fail to achieve the anticipated cost benefits in a timely manner, Era and Xxxxxxx The integration of AEP may be unable realize all the anticipated synergiesmade more difficult by Xxxxx’x efforts to continue to integrate other recent acquisitions. Failure to achieve the expected synergies could significantly reduce the expected benefits The difficulties and risks associated with the Merger and integration of AEP could create substantial costs, delays or other problems that could adversely affect the Combined Company’s Xxxxx’x business, financial condition and results of operations. The completion As a result of these and other difficulties and risks, Xxxxx may not accomplish the Merger is subject integration of AEP smoothly, successfully or within its budgetary expectations or anticipated timeframes. Accordingly, Xxxxx may fail to several conditions. There can be no assurances when realize some or if the Merger will be completed. While Era and Xxxxxxx expect to complete the Merger in the middle all of 2020, there can be no assurances as to the exact timing of completion of the Merger, or that the Merger will be completed at all. The completion of the Merger is subject to numerous conditions, including, among others, (i) receipt of requisite approvals of Era’s and Xxxxxxx’x stockholders and the filing of the Era Charter Amendment No. 1, (ii) the expiration of any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the ‘‘HSR Act’’) or any other antitrust laws, and there not being in effect any voluntary agreement with any antitrust authority under which Era and Xxxxxxx have agreed not to consummate the Merger, (iii) the absence of any governmental order or law prohibiting the consummation of the Merger, (iv) the effectiveness of the registration statement for the shares of Era Common Stock to be issued in the Merger and the authorization for listing of those shares on the NYSE, (v) the accuracy of the other party’s representations and warranties, subject to customary materiality standards, (vi) compliance of the other party with its respective covenants under the Merger Agreement in all material respects, and (vii) other customary closing conditions. If such conditions are not satisfied, the Merger will not be consummated unless such conditions are validly waived. Such conditions may jeopardize or delay consummation of the Merger or may reduce the anticipated benefits of the Mergermergers. Further, no Among the factors considered by the Xxxxx board of directors in connection with their approval of the merger agreement were the synergistic benefits that could result from the mergers. We cannot give any assurance can be given that the required approvals benefits of such synergies will be obtained realized within the time periods contemplated or that the conditions to closing will be satisfied. Even if all such approvals are obtained, no assurance can be given as to the terms, conditions and timing of such approvals or that they will satisfy the terms of the Merger Agreement. If the Merger is not consummated by October 23, 2020 (as may be extended to a date no later than January 23, 2021 upon satisfaction of certain conditions to extension set forth in the Merger Agreement), either Era or Xxxxxxx may terminate the Merger Agreement. The Merger is subject to the requirements of the HSR Act, and regulatory authorities may impose conditions that could have an adverse effect on Era, Xxxxxxx and/or the Combined Company or that could delay, prevent or increase the costs associated with completion of the Merger. The Merger may not be consummated until notifications under the HSR Act are submitted to the Antitrust Division of the Department of Justice (the ‘‘DOJ’’) and the Federal Trade Commission (the ‘‘FTC’’) and the required waiting period has expired or been terminated. Era and Xxxxxxx submitted their respective Notification and Report forms under the HSR Act on February 6, 2020. On March 9, 2020, Era withdrew its Notification and Report form, and on March 11, 2020, Era refiled an updated Notification and Report form, thereby commencing a new thirty day waiting period, which expired on April 10, 2020 without any extension or further action by the U.S. antitrust agencies. In addition, private parties who may be adversely affected by the Merger and individual states may bring legal action under the antitrust laws in certain circumstances. Although Xxxxxxx and Era believe the consummation of the Merger will not likely be prohibited under the antitrust laws, there can be no assurance that a challenge to the Merger on antitrust grounds will not be made and, if a challenge is made, what the result will be. Under the Merger Agreement, Era and Xxxxxxx have agreed to use their reasonable best efforts to avoid or eliminate each and every impediment to consummation of the transaction under any applicable law that may be asserted by any governmental entity and to obtain all regulatory clearances or observe all regulatory review periods necessary to consummate the Merger and the transactions contemplated by the Merger Agreement as soon as commercially practicable so as to enable the closing to occur as soon as reasonably possible (and in any event, not later than the End Date). In addition, in order to consummate the Merger, Era and Xxxxxxx may be required to comply with conditions, terms, obligations or restrictions imposed by governmental entities under any antitrust law, including divestitures, and such conditions, terms, obligations or restrictions may have the effect of delaying consummation of the Merger, imposing additional material costs on or materially limiting the revenue of the Combined Company after the consummation of the Merger, or otherwise reducing the anticipated benefits to the Combined Company of the Merger. Such conditions, terms, obligations or restrictions may result in the delay or abandonment of the Merger. Notwithstanding any of the foregoing, Era and Xxxxxxx will not be obligated to negotiate, commit to or effect any action that would result in the sale, divestiture, disposal, holding separate, or other disposition of assets, contracts, businesses or product lines of Era and Xxxxxxx, or their respective subsidiaries generating, in the aggregate, Revenues (as defined below) in an aggregate amount in excess of $10.0 million. ‘‘Revenues’’ as used in the immediately preceding sentence means, with respect to any asset, contract, business or product line, gross revenues associated therewith for the twelve months ended December 31, 2019at all.

RISK FACTORS. In addition to the other information contained in or included and incorporated by reference into this joint proxy and consent solicitation statement/prospectus, including the matters addressed under in the heading ‘‘section entitled “Cautionary Statement Regarding Forward-Looking Statements,’’ ” beginning on page iv, you should carefully consider the following risk factors in risks before deciding how whether to vote on for the Xperi merger proposal and the Xperi compensation proposal, in the case of Xperi stockholders, or whether to consent or withhold consent to for the proposals presented TiVo merger proposal and the TiVo compensation proposal, in this joint proxy the case of TiVo stockholders. In addition, you should read and consent solicitation statement/prospectus. You should also consider the other information in, and the other documents incorporated by reference into, this joint proxy and consent solicitation statement/prospectus, including in particular the risk factors risks associated with Eraeach of the businesses of Xperi and TiVo because these risks will also affect HoldCo after the consummation of the mergers. Descriptions of some of these risks can be found in each of Xperi’s business contained under the heading ‘‘Risk Factors’’ in Eraand TiVo’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, each of which are filed with the SEC and incorporated by reference into this joint proxy statement/prospectus. You should also read and consider the other information in this joint proxy statement/prospectus and the other documents incorporated by reference into this joint proxy statement/prospectus. See ‘‘the section entitled “Where You Can Find More Information’’” beginning on page 213. Risks Related to the Merger Because the market price of Era Common Stock will fluctuate, Xxxxxxx Mergers Xperi stockholders and TiVo stockholders cannot be certain sure of the value of the merger consideration they will receive. Xperi stockholders and TiVo stockholders will receive a fixed number of shares of HoldCo common stock in the Xperi merger and the TiVo merger, respectively, rather than a number of shares of HoldCo common stock with a particular fixed market value. The market values of Xperi common stock and TiVo common stock at the effective time may vary significantly from their prices on the date prior to the date the merger agreement was executed, the date of this joint proxy statement/prospectus or the date on which Xperi stockholders and TiVo stockholders vote on the Xperi merger proposal and the TiVo merger proposal, respectively. Because the respective Xperi and TiVo exchange ratios are fixed and will not be adjusted to reflect any changes in the market prices of Xperi common stock or TiVo common stock, the market value of the Per Share Merger Consideration they will receiveHoldCo common stock issued in the Xperi merger or the TiVo merger, as applicable, and the Xperi common stock and TiVo common stock surrendered in the Xperi merger and the TiVo merger, respectively, may be higher or lower than the market values of these shares on earlier dates. Upon completion All of the Merger, each holder of Xxxxxxx Common Stock, merger consideration to be received by Xperi stockholders and TiVo stockholders will be HoldCo common stock (other than holders cash in lieu of dissenting shares, shall be entitled to receive, for each share of Xxxxxxx Common Stock, a number of shares of Era Common Stock equal to the Aggregate Merger Consideration divided by the number of shares of Xxxxxxx Common Stock outstanding immediately prior to the Merger (including any shares issued as a result of the Preferred Stock Conversion, any shares underlying Xxxxxxx options or restricted stock units and certain shares of Xxxxxxx Common Stock held in reserve), plus the cash value of any fractional shares of Era Common Stock that would otherwise be payable, as described under ‘‘The Merger—Terms of the Merger’’received by TiVo stockholders). Any change in the market price of Era Common Stock prior to completion of the Merger will affect the value of any shares of Era Common Stock Xxxxxxx stockholders receive as consideration in the Merger. The market price of Era Common Stock has fluctuated significantly since the signing of the Merger Agreement due to the COVID-19 pandemic and a decrease in oil and natural gas prices since the execution of the Merger Agreement and may continue to fluctuate as a result of a variety of factors, including general market and economic conditions over the past month, changes in Era’s or Xxxxxxx’x respective businesses, operations and prospects, and regulatory considerations. Many of these factors are outside Era’s or Xxxxxxx’x control. Accordingly, at At the time of the Xxxxxxx Consent Deadlinespecial meetings, Xxxxxxx Xperi stockholders and TiVo stockholders will not know or be able to calculate determine the market price value of Era Common Stock that the HoldCo common stock they will may receive upon completion of the Mergermergers. The Merger Agreement subjects Era Changes in the market prices of Xperi common stock and Xxxxxxx to restrictions on TiVo common stock may result from a variety of factors that are beyond the control of Xperi or TiVo, including changes in their business activities during the pendency respective businesses, operations and prospects, regulatory considerations, governmental actions, and legal proceedings and other developments. Market assessments of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities and obligates Era and Xxxxxxx to generally operate their businesses in the ordinary course in all material respects during the pendency benefits of the Merger absent Era’s or Xxxxxxx’x prior written consentmergers, as applicablethe likelihood that the mergers will be completed and general and industry-specific market and economic conditions may also have an effect on the market price of Xperi common stock and TiVo common stock. These restrictions could prevent Era Changes in market prices of Xperi common stock and Xxxxxxx from pursuing attractive business opportunities or responding effectively to competitive pressures TiVo common stock may also be caused by fluctuations and industry developments that arise affecting industry-specific and general economic and market conditions and may have an adverse effect on Xperi common stock and TiVo common stock prior to the consummation of the Merger mergers. Neither Xperi nor TiVo is permitted to terminate the merger agreement solely because of changes in the market prices of either party’s common stock. In addition, the market values of Xperi common stock and TiVo common stock may vary significantly from the date of the special meetings to the date of the completion of the mergers. You are urged to obtain up-to-date prices for Xperi common stock and TiVo common stock. There is no assurance that the mergers will be completed, that there will not be a delay in the completion of the mergers, or that all or any of the anticipated benefits of the mergers will be obtained. The market price for HoldCo common stock may be affected by factors different from those that historically have affected Xperi common stock and TiVo common stock. Upon completion of the mergers, holders of shares of Xperi common stock (other than any shares held in treasury) and holders of shares of TiVo common stock (other than any shares held in treasury) will become holders of shares of HoldCo common stock. Xperi and TiVo each have businesses that differ from each other. Accordingly, the results of operations of HoldCo will be affected by some factors that are different from those currently affecting the results of operations of each of Xperi and TiVo. For a discussion of the businesses of Xperi and TiVo and of some important factors to consider in connection with those businesses, see the documents incorporated by reference in this joint proxy statement/prospectus and referred to under “Where You Can Find More Information” in this joint proxy statement/prospectus beginning on page 213. Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or that cannot be met. Consummation of the mergers is conditioned upon, among other things, the expiration or termination of the Merger Agreement waiting period (and are outside any extensions thereof) applicable to the ordinary course mergers under the HSR Act which, as noted above, has been obtained by the grant of businessearly termination of the HSR Act waiting period on January 21, 2020. In particularaddition, the Merger Agreement restricts each parties have submitted a Business Combination Report to the Korea Fair Trade Commission, which initiates a suspensory bar on closing prior to approval. Notwithstanding the grant of Era and Xxxxxxx from making certain acquisitions and dispositions without the prior written consent early termination of the other partyHSR Act waiting period, at any time before or after the mergers are consummated, any of the DOJ, the FTC or U.S. state attorneys general or foreign governmental authorities could take action under the antitrust laws in opposition to the mergers, including seeking to enjoin completion of the mergers, condition completion of the mergers upon the divestiture of assets of Xperi, TiVo or their subsidiaries or impose restrictions on HoldCo’s post-merger operations. If Era These could negatively affect the results of operations and financial condition of the combined company following completion of the mergers. Any such requirements or Xxxxxxx is unable to take actions it believes are beneficialrestrictions may prevent or delay completion of the mergers or may reduce the anticipated benefits of the mergers, such restrictions which could also have an a material adverse effect on Erathe combined company’s and/or Xxxxxxx’x businessbusiness and cash flows, financial condition and results of operations. The Merger Agreement contains provisions that limit Era’s and Xxxxxxx’x ability Xperi or TiVo may waive one or more of the closing conditions without re-soliciting stockholder approval. Xperi or TiVo may determine to pursue alternatives to the Merger, which could discourage a potential competing acquiror of Era or Xxxxxxx from making a favorable alternative transaction proposal andwaive, in specified circumstanceswhole or in part, could require Era one or Xxxxxxx more of the conditions to pay a termination feeits obligations to consummate the mergers. The Merger Agreement contains certain provisions that restrict Era’s and Xxxxxxx’x ability Xperi or TiVo currently expect to solicit, initiate, facilitate or encourage any inquiries regarding, or evaluate the making materiality of any proposal waiver and its effect on Xperi stockholders or offer that constitutes, a competing proposal, engage, continue or otherwise participate in any discussions or negotiations regarding, or furnish any non-public information to any person that has made or is, to the knowledge of Era or Xxxxxxx, as applicable, considering making a competing proposal, subject to customary exceptions and limitations. In addition, Era and Xxxxxxx generally have an opportunity to offer to modify the terms of the Merger Agreement in response to any third-party alternative transaction proposal before the Era Board or Xxxxxxx Board may change, qualify, withhold, withdraw or modify its recommendation that Era’s or Xxxxxxx’x TiVo stockholders, as applicable, approve in light of the Mergerfacts and circumstances at the time to determine whether any amendment of this joint proxy statement/prospectus or any re-solicitation of proxies or voting cards is required in light of such waiver. FurtherAny determination whether to waive any condition to the mergers or as to re-soliciting stockholder approval or amending this joint proxy statement/prospectus as a result of a waiver will be made by Xperi or TiVo, even if as applicable, at the Era Board or time of such waiver based on the Xxxxxxx Board changes, qualifies, withholds, withdraws or modifies its recommendation, unless the Merger Agreement is facts and circumstances as they exist at that time. The merger agreement may be terminated in accordance with its terms, Era or Xxxxxxx, as applicable, will still be required to submit terms and the merger proposal to the vote of its stockholders. Upon termination of the Merger Agreement in certain circumstances relating to changes in the recommendation of the Era Board or Xxxxxxx Board in favor of the Merger or entry by Era or Xxxxxxx into an alternative transaction within 12 months of termination of the Merger Agreement, Era or Xxxxxxx will be required to pay a termination fee of $9.0 million, as applicable. These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Era or Xxxxxxx or pursuing an alternative transaction with Era or Xxxxxxx from considering or proposing such a transaction or might result in a potential third-party acquiror or merger partner proposing to pay a lower price to the stockholders of Era or Xxxxxxx than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances. If the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on Era’s and Xxxxxxx’x financial condition, stock price, results of operations, assets or business. Combining Era and Xxxxxxx may be more difficult, costly or time-consuming than currently expected, and Era and Xxxxxxx may fail to realize the anticipated benefits and cost savings of the Merger. Era and Xxxxxxx have operated and, until the completion of the Merger, will continue to operate, independently. The success of the Merger, including anticipated benefits and cost savings, will depend, in part, on Era’s and Xxxxxxx’x ability to successfully combine and integrate their businesses in a manner that does not materially disrupt existing customer relationships or result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect Era’s and/or Xxxxxxx’x ability to maintain relationships with customers and employees. The success of the Combined Company following the Merger may depend, in part, on the ability of Era and Xxxxxxx to integrate their two businesses, business models and cultures. If Era and Xxxxxxx experience difficulties in the integration process, including those listed above, they may fail to realize the anticipated benefits of the Merger in a timely manner or at all. The Combined Company’s business or results of operations or the value of its common stock may be materially and adversely affected as a result. Era and Xxxxxxx also expect to incur material one-time costs to achieve synergies and may fail to realize such estimated synergies. While Era and Xxxxxxx believe these synergies are achievable, their ability to achieve such estimated synergies in the amounts and time frame expected is subject to various assumptions by their management teams based on expectations that are subject to a number of risks, which may or mergers may not be realized, the incurrence of other costs in Era and Xxxxxxx’x operations that may offset all or a portion of such synergies and other factors outside their control. As a consequence, Era and Xxxxxxx may not be able to realize all of these synergies within the time frame expected or at all. Era and Xxxxxxx may incur additional and/or unexpected costs to realize these synergies. In addition, if Era and Xxxxxxx fail to achieve the anticipated cost benefits in a timely manner, Era and Xxxxxxx may be unable realize all the anticipated synergies. Failure to achieve the expected synergies could significantly reduce the expected benefits associated with the Merger and adversely affect the Combined Company’s business, financial condition and results of operationscompleted. The completion of the Merger mergers is subject to several the satisfaction or waiver of a number of conditions. There can be no assurances when or if the Merger will be completed. While Era and Xxxxxxx expect to complete the Merger in the middle of 2020, there can be no assurances as to the exact timing of completion of the Merger, or that the Merger will be completed at all. The completion of the Merger is subject to numerous conditions, including, among others, Those conditions include: (i) receipt of requisite approvals of Era’s and Xxxxxxx’x stockholders and the filing adoption of the Era Charter Amendment No. 1merger agreement by the affirmative vote of the holders of a majority of all outstanding shares of Xperi common stock and TiVo common stock, respectively, entitled to vote thereon; (ii) the termination or expiration of any applicable the waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the ‘‘HSR Act’’) or any other antitrust laws, and there not being in effect any voluntary agreement with any antitrust authority under which Era and Xxxxxxx have agreed not to consummate the Merger, ; (iii) the absence of any certain governmental order restraints or law prohibiting the consummation prohibitions preventing completion of the Merger, Xperi merger or the TiVo merger; (iv) the effectiveness of the registration statement for the shares of Era Common Stock to be issued in the Merger which this joint proxy statement/prospectus forms a part and the authorization for listing absence of those shares on any stop order or proceedings by the NYSE, SEC; (v) the accuracy approval of the other party’s representations shares of HoldCo common stock to be issued to Xperi stockholders and warranties, subject to customary materiality standards, TiVo stockholders for listing on Nasdaq; (vi) compliance the truth and correctness of the other party with its respective covenants under the Merger Agreement in all material respects, representations and warranties made by both parties (vii) other customary closing conditions. If such conditions are not satisfied, the Merger will not be consummated unless such conditions are validly waived. Such conditions may jeopardize or delay consummation of the Merger or may reduce the anticipated benefits of the Merger. Further, no assurance can be given that the required approvals will be obtained or that the conditions to closing will be satisfied. Even if all such approvals are obtained, no assurance can be given as to the terms, conditions and timing of such approvals or that they will satisfy the terms of the Merger Agreement. If the Merger is not consummated by October 23, 2020 (as may be extended to a date no later than January 23, 2021 upon satisfaction of certain conditions to extension set forth in the Merger Agreement), either Era or Xxxxxxx may terminate the Merger Agreement. The Merger is generally subject to the requirements of the HSR Act, certain “materiality” and regulatory authorities may impose conditions that could have an “material adverse effect on Era, Xxxxxxx and/or the Combined Company or that could delay, prevent or increase the costs associated with completion of the Merger. The Merger may not be consummated until notifications under the HSR Act are submitted to the Antitrust Division of the Department of Justice (the ‘‘DOJ’’) and the Federal Trade Commission (the ‘‘FTC’’) and the required waiting period has expired or been terminated. Era and Xxxxxxx submitted their respective Notification and Report forms under the HSR Act on February 6, 2020. On March 9, 2020, Era withdrew its Notification and Report form, and on March 11, 2020, Era refiled an updated Notification and Report form, thereby commencing a new thirty day waiting period, which expired on April 10, 2020 without any extension or further action by the U.S. antitrust agencies. In addition, private parties who may be adversely affected by the Merger and individual states may bring legal action under the antitrust laws in certain circumstances. Although Xxxxxxx and Era believe the consummation of the Merger will not likely be prohibited under the antitrust laws, there can be no assurance that a challenge to the Merger on antitrust grounds will not be made and, if a challenge is made, what the result will be. Under the Merger Agreement, Era and Xxxxxxx have agreed to use their reasonable best efforts to avoid or eliminate each and every impediment to consummation of the transaction under any applicable law that may be asserted by any governmental entity and to obtain all regulatory clearances or observe all regulatory review periods necessary to consummate the Merger and the transactions contemplated by the Merger Agreement as soon as commercially practicable so as to enable the closing to occur as soon as reasonably possible (and in any event, not later than the End Dateeffect” qualifiers). In addition, in order to consummate the Merger, Era and Xxxxxxx may be required to comply with conditions, terms, obligations or restrictions imposed by governmental entities under any antitrust law, including divestitures, and such conditions, terms, obligations or restrictions may have the effect of delaying consummation of the Merger, imposing additional material costs on or materially limiting the revenue of the Combined Company after the consummation of the Merger, or otherwise reducing the anticipated benefits to the Combined Company of the Merger. Such conditions, terms, obligations or restrictions may result in the delay or abandonment of the Merger. Notwithstanding any of the foregoing, Era and Xxxxxxx will not be obligated to negotiate, commit to or effect any action that would result in the sale, divestiture, disposal, holding separate, or other disposition of assets, contracts, businesses or product lines of Era and Xxxxxxx, or their respective subsidiaries generating, in the aggregate, Revenues (as defined below) in an aggregate amount in excess of $10.0 million. ‘‘Revenues’’ as used in the immediately preceding sentence means, with respect to any asset, contract, business or product line, gross revenues associated therewith for the twelve months ended December 31, 2019.;

RISK FACTORS. In addition The risks in relation to the other information contained transaction, the Lot A Lands and the overall industry where the Lot A Lands are located which had or could materially affect, directly or indirectly, the business, operating results and financial condition of the listed issuer and the mitigating factors include, amongst others, the following: Risk Relating to Transaction Failure to Obtain Xxxxxx’s Shareholders’ Approval on the Proposed JV Ratification – Lot A The Proposed Ratification – Lot A is subject to approvals to be obtained in or incorporated by reference into this joint proxy the forthcoming extraordinary general meeting (“EGM”) to be convened. Should Xxxxxx fails to obtain the requisite approval from its shareholders during the forthcoming EGM, the JV Residential Project Development will not materialise and consent solicitation statement/prospectusXxxxxx will not be able to enjoy any potential benefits envisaged to be derived from the JV. As a consequence of the above, including Xxxxxx will negotiate with Xxxxx to resolve the matters addressed under amicably. This include, amongst others, unwinding the heading ‘‘Cautionary Statement Regarding Forward-Looking Statements,’’ you should carefully consider JVA Lot A or to procure alternative party to replace SHSB as the following risk factors JV party for the JV Residential Development Project with Jumat such that Bertam shall be able to recoup its investment or minimise its losses incurred in deciding how to vote on or whether to consent or withhold consent relation to the proposals presented said JV. Risk Relating to the JV in this joint proxy and consent solicitation statement/prospectusLot A Lands Business Risk The Proposed JV Ratification – Lot A is subject to risks inherent in the property development industry of which the Group is already involved in. You should also consider Such risks may include, amongst others, delay in completion of property development projects against the other information in, and scheduled completion which may be attributable to the other documents incorporated by reference into, this joint proxy and consent solicitation statement/prospectus, including delay in particular the risk factors associated with Era’s business contained under the heading ‘‘Risk Factors’’ in Era’s Annual Report on Form 10-K obtaining approvals for the year ended December 31Development Plan and Building Plan from the relevant authorities, 2019. See ‘‘Where You Can Find More Information’’. Risks Related delay in obtaining financing for the project and/or shortages in the supply of material and labour; softening demand for properties and thus, affecting the selling prices of the properties to be developed or change in purchasers’ preference for type and design of properties and thereby affecting the salability of SHSB’s sales; fluctuations in the costs of building materials and labour which are mainly attributable to the Merger Because the market price weak Ringgit Malaysia currency; competition from other property developers; Changes in economic, social and political conditions in Malaysia; Increase in real property gains tax and property tax assessments including imposition of Era Common Stock will fluctuate, Xxxxxxx stockholders cannot be certain of the market goods and services tax (“GST”) and increase in stamp duty on property purchase with value of the Per Share Merger Consideration they will receive. Upon completion of the Merger, each holder of Xxxxxxx Common Stock, worth over RM1 million and GST as well as changes in property tax assessments and other than holders of dissenting shares, shall be entitled to receive, for each share of Xxxxxxx Common Stock, a number of shares of Era Common Stock equal to the Aggregate Merger Consideration divided by the number of shares of Xxxxxxx Common Stock outstanding immediately prior to the Merger (including any shares issued as a result of the Preferred Stock Conversion, any shares underlying Xxxxxxx options or restricted stock units and certain shares of Xxxxxxx Common Stock held in reserve), plus the cash value of any fractional shares of Era Common Stock that would otherwise be payable, as described under ‘‘The Merger—Terms of the Merger’’)statutory charges. Any adverse change in the market price of Era Common Stock prior to completion above conditions may affect the business operations and financial performance of the Merger Group. Our Group will affect take measures to mitigate the value above risks such as conducting market intelligence surveys, monitoring and adjusting development and marketing strategies in response to changing economic conditions and market demand, conducting continuous reviews of any shares of Era Common Stock Xxxxxxx stockholders receive as consideration in our Group’s operations, closely monitoring the Merger. The market price of Era Common Stock has fluctuated significantly since the signing progress of the Merger Agreement due developments as well as leveraging on our Group’s experienced and capable management team Funding Risk As set out in Section 2.3 of this announcement, will raise funding for the project development either through debt or/and equity. Bertam Group’s ability to raise funds through debt or equity financing and the COVID-19 pandemic and a decrease in oil and natural gas prices since the execution cost of the Merger Agreement and may continue to fluctuate as a result of a variety of such fund raisings are dependent on numerous factors, including general economic and capital market conditions, interest rates, credit availability from banks or other lenders, investors’ confidence in Bertam Group or any restrictions imposed by the Malaysian government including political, social and economic conditions over the past month, changes in Era’s or Xxxxxxx’x respective businesses, operations and prospects, and regulatory considerations. Many of these factors are outside Era’s or Xxxxxxx’x control. Accordingly, at the time of the Xxxxxxx Consent Deadline, Xxxxxxx stockholders will not know or be able to calculate the market price of Era Common Stock that they will receive upon completion of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities during the pendency of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities and obligates Era and Xxxxxxx to generally operate their businesses in the ordinary course in all material respects during the pendency of the Merger absent Era’s or Xxxxxxx’x prior written consent, as applicable. These restrictions could prevent Era and Xxxxxxx from pursuing attractive business opportunities or responding effectively to competitive pressures and industry developments that arise prior to the consummation of the Merger or termination of the Merger Agreement and are outside the ordinary course of business. In particular, the Merger Agreement restricts each of Era and Xxxxxxx from making certain acquisitions and dispositions without the prior written consent of the other party. If Era or Xxxxxxx is unable to take actions it believes are beneficial, such restrictions could have an adverse effect on Era’s and/or Xxxxxxx’x business, financial condition and results of operations. The Merger Agreement contains provisions that limit Era’s and Xxxxxxx’x ability to pursue alternatives to the Merger, which could discourage a potential competing acquiror of Era or Xxxxxxx from making a favorable alternative transaction proposal and, in specified circumstances, could require Era or Xxxxxxx to pay a termination fee. The Merger Agreement contains certain provisions that restrict Era’s and Xxxxxxx’x ability to solicit, initiate, facilitate or encourage any inquiries regarding, or the making of any proposal or offer that constitutes, a competing proposal, engage, continue or otherwise participate in any discussions or negotiations regarding, or furnish any non-public information to any person that has made or is, to the knowledge of Era or Xxxxxxx, as applicable, considering making a competing proposal, subject to customary exceptions and limitations. In addition, Era and Xxxxxxx generally have an opportunity to offer to modify the terms of the Merger Agreement in response to any third-party alternative transaction proposal before the Era Board or Xxxxxxx Board may change, qualify, withhold, withdraw or modify its recommendation that Era’s or Xxxxxxx’x stockholders, as applicable, approve the Merger. Further, even if the Era Board or the Xxxxxxx Board changes, qualifies, withholds, withdraws or modifies its recommendation, unless the Merger Agreement is terminated in accordance with its terms, Era or Xxxxxxx, as applicable, will still be required to submit the merger proposal to the vote of its stockholders. Upon termination of the Merger Agreement in certain circumstances relating to changes in the recommendation of the Era Board or Xxxxxxx Board in favor of the Merger or entry by Era or Xxxxxxx into an alternative transaction within 12 months of termination of the Merger Agreement, Era or Xxxxxxx will be required to pay a termination fee of $9.0 million, as applicable. These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Era or Xxxxxxx or pursuing an alternative transaction with Era or Xxxxxxx from considering or proposing such a transaction or might result in a potential third-party acquiror or merger partner proposing to pay a lower price to the stockholders of Era or Xxxxxxx than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances. If the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on Era’s and Xxxxxxx’x financial condition, stock price, results of operations, assets or business. Combining Era and Xxxxxxx may be more difficult, costly or time-consuming than currently expected, and Era and Xxxxxxx may fail to realize the anticipated benefits and cost savings of the Merger. Era and Xxxxxxx have operated and, until the completion of the Merger, will continue to operate, independently. The success of the Merger, including anticipated benefits and cost savings, will depend, in part, on Era’s and Xxxxxxx’x ability to successfully combine and integrate their businesses in a manner that does not materially disrupt existing customer relationships or result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect Era’s and/or Xxxxxxx’x ability to maintain relationships with customers and employees. The success of the Combined Company following the Merger may depend, in part, on the ability of Era and Xxxxxxx to integrate their two businesses, business models and cultures. If Era and Xxxxxxx experience difficulties in the integration process, including those listed above, they may fail to realize the anticipated benefits of the Merger in a timely manner or at all. The Combined Company’s business or results of operations or the value of its common stock may be materially and adversely affected as a result. Era and Xxxxxxx also expect to incur material one-time costs to achieve synergies and may fail to realize such estimated synergies. While Era and Xxxxxxx believe these synergies are achievable, their ability to achieve such estimated synergies in the amounts and time frame expected is subject to various assumptions by their management teams based on expectations that are subject to a number of risks, which may or may not be realized, the incurrence of other costs in Era and Xxxxxxx’x operations that may offset all or a portion of such synergies and other factors outside their control. As a consequence, Era and Xxxxxxx may not be able to realize all of these synergies within the time frame expected or at all. Era and Xxxxxxx may incur additional and/or unexpected costs to realize these synergies. In addition, if Era and Xxxxxxx fail to achieve the anticipated cost benefits in a timely manner, Era and Xxxxxxx may be unable realize all the anticipated synergies. Failure to achieve the expected synergies could significantly reduce the expected benefits associated with the Merger and adversely affect the Combined Company’s business, financial condition and results of operations. The completion of the Merger is subject to several conditionsMalaysia. There can be no assurances when or if assurance that the Merger necessary fund raising will be completed. While Era and Xxxxxxx expect available in amounts or on terms acceptable to complete the Merger in the middle of 2020, there can be no assurances as to the exact timing of completion of the Merger, or that the Merger will be completed at all. The completion of the Merger is subject to numerous conditions, including, among others, (i) receipt of requisite approvals of Era’s and Xxxxxxx’x stockholders and the filing of the Era Charter Amendment No. 1, (ii) the expiration of any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the ‘‘HSR Act’’) or any other antitrust laws, and there not being in effect any voluntary agreement with any antitrust authority under which Era and Xxxxxxx have agreed not to consummate the Merger, (iii) the absence of any governmental order or law prohibiting the consummation of the Merger, (iv) the effectiveness of the registration statement for the shares of Era Common Stock to be issued in the Merger and the authorization for listing of those shares on the NYSE, (v) the accuracy of the other party’s representations and warranties, subject to customary materiality standards, (vi) compliance of the other party with its respective covenants under the Merger Agreement in all material respects, and (vii) other customary closing conditions. If such conditions are not satisfied, the Merger will not be consummated unless such conditions are validly waived. Such conditions may jeopardize or delay consummation of the Merger or may reduce the anticipated benefits of the Merger. Further, no assurance can be given that the required approvals will be obtained or that the conditions to closing will be satisfied. Even if all such approvals are obtained, no assurance can be given as to the terms, conditions and timing of such approvals or that they will satisfy the terms of the Merger Agreement. If the Merger is not consummated by October 23, 2020 (as may be extended to a date no later than January 23, 2021 upon satisfaction of certain conditions to extension set forth in the Merger Agreement), either Era or Xxxxxxx may terminate the Merger Agreement. The Merger is subject to the requirements of the HSR Act, and regulatory authorities may impose conditions that could have an adverse effect on Era, Xxxxxxx and/or the Combined Company or that could delay, prevent or increase the costs associated with completion of the Merger. The Merger may not be consummated until notifications under the HSR Act are submitted to the Antitrust Division of the Department of Justice (the ‘‘DOJ’’) and the Federal Trade Commission (the ‘‘FTC’’) and the required waiting period has expired or been terminated. Era and Xxxxxxx submitted their respective Notification and Report forms under the HSR Act on February 6, 2020. On March 9, 2020, Era withdrew its Notification and Report form, and on March 11, 2020, Era refiled an updated Notification and Report form, thereby commencing a new thirty day waiting period, which expired on April 10, 2020 without any extension or further action by the U.S. antitrust agenciesBertam. In addition, private parties who the Group could potentially be exposed to fluctuations in interest rates on such external fund raising raised, leading to higher borrowing costs or cost of equity which may be adversely affected by affect Bertam Group’s future results of operations and financial performance as well as the Merger Group’s ability to service future loan repayment obligations. Nevertheless, Bertam shall continuously monitor and individual states may bring legal action under the antitrust laws review its debt portfolio, which includes taking into consideration its group gearing level, interest or equity costs as well as cash flows in certain circumstances. Although Xxxxxxx achieving and Era believe the consummation of the Merger will not likely be prohibited under the antitrust laws, there can be no assurance that a challenge to the Merger on antitrust grounds will not be made and, if a challenge is made, what the result will be. Under the Merger Agreement, Era and Xxxxxxx have agreed to use their reasonable best efforts to avoid or eliminate each and every impediment to consummation of the transaction under any applicable law that may be asserted by any governmental entity and to obtain all regulatory clearances or observe all regulatory review periods necessary to consummate the Merger and the transactions contemplated by the Merger Agreement as soon as commercially practicable so as to enable the closing to occur as soon as reasonably possible (and in any event, not later than the End Date). In addition, in order to consummate the Merger, Era and Xxxxxxx may be required to comply with conditions, terms, obligations or restrictions imposed by governmental entities under any antitrust law, including divestitures, and such conditions, terms, obligations or restrictions may have the effect of delaying consummation of the Merger, imposing additional material costs on or materially limiting the revenue of the Combined Company after the consummation of the Merger, or otherwise reducing the anticipated benefits to the Combined Company of the Merger. Such conditions, terms, obligations or restrictions may result in the delay or abandonment of the Merger. Notwithstanding any of the foregoing, Era and Xxxxxxx will not be obligated to negotiate, commit to or effect any action that would result in the sale, divestiture, disposal, holding separate, or other disposition of assets, contracts, businesses or product lines of Era and Xxxxxxx, or their respective subsidiaries generating, in the aggregate, Revenues (as defined below) in maintaining an aggregate amount in excess of $10.0 million. ‘‘Revenues’’ as used in the immediately preceding sentence means, with respect to any asset, contract, business or product line, gross revenues associated therewith for the twelve months ended December 31, 2019optimal capital structure.

RISK FACTORS. In addition to the other information contained in or incorporated by reference into this joint proxy and consent solicitation statement/statement/ prospectus, including the matters addressed under the heading ‘‘caption “Cautionary Statement Regarding Forward-Forward- Looking Statements,’’ ” beginning on page 21, you should carefully consider the following risk factors in deciding how whether to vote on for the approval and adoption of the merger agreement. Additional risks and uncertainties, if they materialize, not presently known to Xxxxxxx Xxxxx or whether TriState Capital or that are not currently believed to consent or withhold consent be important to you also may adversely affect the mergers and the combined company after giving effect to the proposals presented mergers. In addition, Xxxxxxx Xxxxx’x and TriState Capital’s respective businesses are subject to numerous risks and uncertainties, including the risks and uncertainties described, in this joint proxy and consent solicitation statement/prospectus. You should also consider the other information incase of Xxxxxxx Xxxxx, in its Annual Report on Form 10-K for the year ended September 30, 2021, and in the other documents incorporated by reference intocase of TriState Capital, this joint proxy and consent solicitation statement/prospectus, including in particular the risk factors associated with Era’s business contained under the heading ‘‘Risk Factors’’ in Era’s its Annual Report on Form 10-K for the year ended December 31, 20192020 and its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, each of which are incorporated by reference into this proxy statement/prospectus. See ‘‘the section entitled “Where You Can Find More Information’’” beginning on page 141 of this proxy statement/prospectus. Risks Related Relating to the Merger Consummation of the Mergers Because the market price of Era Common Stock will fluctuateXxxxxxx Xxxxx common stock fluctuates, Xxxxxxx stockholders holders of TriState Capital common stock cannot be certain of the market value of the Per Share Merger Consideration merger consideration they will receive. Upon completion of In the Mergerfirst merger, each holder of Xxxxxxx Common Stock, other than holders of dissenting shares, shall be entitled to receive, for each share of Xxxxxxx Common Stock, a number of shares of Era Common Stock equal to the Aggregate Merger Consideration divided by the number of shares of Xxxxxxx Common Stock TriState Capital common stock issued and outstanding immediately prior to the Merger (including any shares issued as a result effective time of the Preferred Stock Conversionfirst merger, any shares underlying Xxxxxxx options or restricted stock units with certain limited exceptions, will be converted into the right to receive (A) $6.00 in cash and certain (B) 0.25 shares of Xxxxxxx Common Stock held in reserve), plus Xxxxx common stock. The exchange ratio for the cash value of any fractional shares of Era Common Stock that would otherwise stock consideration is fixed and will not be payable, as described under ‘‘The Merger—Terms of the Merger’’). Any change adjusted for changes in the market price of Era Common Stock prior to completion either Xxxxxxx Xxxxx common stock or TriState Capital common stock. Changes in the price of Xxxxxxx Xxxxx common stock between now and the time of the Merger first merger will affect the value that holders of any shares of Era Common Stock Xxxxxxx stockholders TriState Capital common stock will receive as consideration in the Mergerfirst merger. The Neither Xxxxxxx Xxxxx nor TriState Capital is permitted to terminate the merger agreement as a result of, in and of itself, any increase or decrease in the market price of Era Common Xxxxxxx Xxxxx common stock or TriState Capital common stock. Stock has fluctuated significantly since the signing of the Merger Agreement due to the COVID-19 pandemic and a decrease in oil and natural gas prices since the execution of the Merger Agreement and price changes may continue to fluctuate as a result of from a variety of factors, including general market and economic conditions over the past monthconditions, changes in EraXxxxxxx Xxxxx’x and TriState Capital’s or Xxxxxxx’x respective businesses, operations and prospects, volatility in the prices of securities in global financial markets, including market prices of Xxxxxxx Xxxxx, TriState Capital and other banking companies, the effects of the COVID-19 pandemic and regulatory considerations. Many considerations and tax laws, many of these factors which are outside Erabeyond Xxxxxxx Xxxxx’x and TriState Capital’s or Xxxxxxx’x control. AccordinglyTherefore, at the time of the Xxxxxxx Consent Deadlinespecial meeting, Xxxxxxx stockholders holders of TriState Capital common stock will not know the market value of the consideration that they will receive at the effective time of the first merger. You should obtain current market quotations for shares of Xxxxxxx Xxxxx common stock (NYSE: RJF) and for shares of TriState Capital common stock (NASDAQ: TSC). The market price of Xxxxxxx Xxxxx common stock after the mergers may be affected by factors different from those currently affecting the shares of Xxxxxxx Xxxxx common stock or TriState Capital common stock. In the first merger, holders of TriState Capital common stock will become holders of Xxxxxxx Xxxxx common stock. Xxxxxxx Xxxxx’x business differs from that of TriState Capital and certain adjustments may be able made to calculate Xxxxxxx Xxxxx’x or TriState Capital’s business as a result of this acquisition. Accordingly, the results of operations of the combined company and the market price of Era Common Stock that they will receive upon completion of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities during the pendency of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities and obligates Era and Xxxxxxx to generally operate their businesses in the ordinary course in all material respects during the pendency of the Merger absent Era’s or Xxxxxxx’x prior written consent, as applicable. These restrictions could prevent Era and Xxxxxxx from pursuing attractive business opportunities or responding effectively to competitive pressures and industry developments that arise prior to the consummation of the Merger or termination of the Merger Agreement and are outside the ordinary course of business. In particular, the Merger Agreement restricts each of Era and Xxxxxxx from making certain acquisitions and dispositions without the prior written consent of the other party. If Era or Xxxxxxx is unable to take actions it believes are beneficial, such restrictions could have an adverse effect on Era’s and/or Xxxxxxx’x business, financial condition and results of operations. The Merger Agreement contains provisions that limit Era’s and Xxxxxxx’x ability to pursue alternatives to the Merger, which could discourage a potential competing acquiror of Era or Xxxxxxx from making a favorable alternative transaction proposal and, in specified circumstances, could require Era or Xxxxxxx to pay a termination fee. The Merger Agreement contains certain provisions that restrict Era’s and Xxxxxxx’x ability to solicit, initiate, facilitate or encourage any inquiries regarding, or the making of any proposal or offer that constitutes, a competing proposal, engage, continue or otherwise participate in any discussions or negotiations regarding, or furnish any non-public information to any person that has made or is, to the knowledge of Era or Xxxxxxx, as applicable, considering making a competing proposal, subject to customary exceptions and limitations. In addition, Era and Xxxxxxx generally have an opportunity to offer to modify the terms of the Merger Agreement in response to any third-party alternative transaction proposal before the Era Board or Xxxxxxx Board may change, qualify, withhold, withdraw or modify its recommendation that Era’s or Xxxxxxx’x stockholders, as applicable, approve the Merger. Further, even if the Era Board or the Xxxxxxx Board changes, qualifies, withholds, withdraws or modifies its recommendation, unless the Merger Agreement is terminated in accordance with its terms, Era or Xxxxxxx, as applicable, will still be required to submit the merger proposal to the vote of its stockholders. Upon termination of the Merger Agreement in certain circumstances relating to changes in the recommendation of the Era Board or Xxxxxxx Board in favor of the Merger or entry by Era or Xxxxxxx into an alternative transaction within 12 months of termination of the Merger Agreement, Era or Xxxxxxx will be required to pay a termination fee of $9.0 million, as applicable. These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Era or Xxxxxxx or pursuing an alternative transaction with Era or Xxxxxxx from considering or proposing such a transaction or might result in a potential third-party acquiror or merger partner proposing to pay a lower price to the stockholders of Era or Xxxxxxx than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances. If the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on Era’s and Xxxxxxx’x financial condition, Xxxxx common stock price, results of operations, assets or business. Combining Era and Xxxxxxx may be more difficult, costly or time-consuming than currently expected, and Era and Xxxxxxx may fail to realize the anticipated benefits and cost savings of the Merger. Era and Xxxxxxx have operated and, until after the completion of the Merger, will continue to operate, independently. The success of mergers may be affected by factors different from those currently affecting the Merger, including anticipated benefits and cost savings, will depend, in part, on Era’s and Xxxxxxx’x ability to successfully combine and integrate their businesses in a manner that does not materially disrupt existing customer relationships or result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect Era’s and/or Xxxxxxx’x ability to maintain relationships with customers and employees. The success of the Combined Company following the Merger may depend, in part, on the ability of Era and Xxxxxxx to integrate their two businesses, business models and cultures. If Era and Xxxxxxx experience difficulties in the integration process, including those listed above, they may fail to realize the anticipated benefits of the Merger in a timely manner or at all. The Combined Company’s business or independent results of operations or of each of Xxxxxxx Xxxxx and TriState Capital. For a discussion of the value businesses of its common stock may be materially Xxxxxxx Xxxxx and adversely affected as a resultTriState Capital and of certain factors to consider in connection with those businesses, see the documents incorporated by reference in this proxy statement/prospectus and referred to under “Where You Can Find More Information” beginning on page 141. Era and Xxxxxxx also expect to incur material one-time costs to achieve synergies and may fail to realize such estimated synergies. While Era and Xxxxxxx believe these synergies are achievable, their ability to achieve such estimated synergies in the amounts and time frame expected is subject to various assumptions by their management teams based on expectations that are subject to a number of risks, which may or Regulatory approvals may not be realizedreceived, the incurrence of other costs in Era and Xxxxxxx’x operations that may offset all or a portion of such synergies and other factors outside their control. As a consequence, Era and Xxxxxxx may not be able to realize all of these synergies within the time frame expected or at all. Era and Xxxxxxx may incur additional and/or unexpected costs to realize these synergies. In addition, if Era and Xxxxxxx fail to achieve the anticipated cost benefits in a timely manner, Era and Xxxxxxx may be unable realize all the anticipated synergies. Failure to achieve the expected synergies could significantly reduce the expected benefits associated with the Merger and adversely affect the Combined Company’s business, financial condition and results of operations. The completion of the Merger is subject to several conditions. There can be no assurances when or if the Merger will be completed. While Era and Xxxxxxx expect to complete the Merger in the middle of 2020, there can be no assurances as to the exact timing of completion of the Mergertake longer than expected, or that the Merger will be completed at all. The completion of the Merger is subject to numerous conditions, including, among others, (i) receipt of requisite approvals of Era’s and Xxxxxxx’x stockholders and the filing of the Era Charter Amendment No. 1, (ii) the expiration of any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the ‘‘HSR Act’’) or any other antitrust laws, and there not being in effect any voluntary agreement with any antitrust authority under which Era and Xxxxxxx have agreed not to consummate the Merger, (iii) the absence of any governmental order or law prohibiting the consummation of the Merger, (iv) the effectiveness of the registration statement for the shares of Era Common Stock to be issued in the Merger and the authorization for listing of those shares on the NYSE, (v) the accuracy of the other party’s representations and warranties, subject to customary materiality standards, (vi) compliance of the other party with its respective covenants under the Merger Agreement in all material respects, and (vii) other customary closing conditions. If such conditions are not satisfied, the Merger will not be consummated unless such conditions are validly waived. Such conditions may jeopardize or delay consummation of the Merger or may reduce the anticipated benefits of the Merger. Further, no assurance can be given that the required approvals will be obtained or that the conditions to closing will be satisfied. Even if all such approvals are obtained, no assurance can be given as to the terms, conditions and timing of such approvals or that they will satisfy the terms of the Merger Agreement. If the Merger is not consummated by October 23, 2020 (as may be extended to a date no later than January 23, 2021 upon satisfaction of certain conditions to extension set forth in the Merger Agreement), either Era or Xxxxxxx may terminate the Merger Agreement. The Merger is subject to the requirements of the HSR Act, and regulatory authorities may impose conditions that are not presently anticipated or that could have an adverse effect on Erathe combined company following the mergers. Before the mergers may be completed, Xxxxxxx and/or various approvals, consents and non-objections must be obtained from the Combined Company Federal Reserve Board and the Pennsylvania Department and other regulatory authorities in the United States. In determining whether to grant these approvals, such regulatory authorities consider a variety of factors, including the regulatory standing of each party and the factors described under “The Mergers—Regulatory Approvals Required for the Mergers” beginning on page 67. These approvals could be delayed or not obtained at all, including due to either party’s regulatory standing or any other factors considered by regulators when granting such approvals; governmental, political or community group inquiries, investigations or opposition; or changes in legislation or the political environment generally. The approvals that could delayare granted may impose terms and conditions, prevent limitations, obligations or increase costs, or place restrictions on the costs associated with completion conduct of the Merger. The Merger may not be consummated until notifications under the HSR Act are submitted combined company’s business or require changes to the Antitrust Division terms of the Department of Justice (the ‘‘DOJ’’) and the Federal Trade Commission (the ‘‘FTC’’) and the required waiting period has expired or been terminated. Era and Xxxxxxx submitted their respective Notification and Report forms under the HSR Act on February 6, 2020. On March 9, 2020, Era withdrew its Notification and Report form, and on March 11, 2020, Era refiled an updated Notification and Report form, thereby commencing a new thirty day waiting period, which expired on April 10, 2020 without any extension or further action transactions contemplated by the U.S. antitrust agenciesmerger agreement. In addition, private parties who may be adversely affected by the Merger and individual states may bring legal action under the antitrust laws in certain circumstances. Although Xxxxxxx and Era believe the consummation of the Merger will not likely be prohibited under the antitrust laws, there There can be no assurance that a challenge to the Merger on antitrust grounds regulators will not be made andimpose any such conditions, if a challenge is madelimitations, what obligations or restrictions or that such conditions, limitations, obligations or restrictions will not have the result will be. Under effect of delaying the Merger Agreement, Era and Xxxxxxx have agreed to use their reasonable best efforts to avoid or eliminate each and every impediment to consummation completion of the transaction under any applicable law that may be asserted by any governmental entity and to obtain all regulatory clearances or observe all regulatory review periods necessary to consummate the Merger and of the transactions contemplated by the Merger Agreement as soon as commercially practicable so as to enable the closing to occur as soon as reasonably possible (and in any event, not later than the End Date). In addition, in order to consummate the Merger, Era and Xxxxxxx may be required to comply with conditions, terms, obligations or restrictions imposed by governmental entities under any antitrust law, including divestitures, and such conditions, terms, obligations or restrictions may have the effect of delaying consummation of the Mergermerger agreement, imposing additional material costs on or materially limiting the revenue revenues of the Combined Company after combined company following the consummation of the Merger, mergers or otherwise reducing reduce the anticipated benefits to the Combined Company of the Mergermergers if the mergers were consummated successfully within the expected timeframe. Such In addition, there can be no assurance that any such conditions, terms, obligations or restrictions may will not result in the delay or abandonment of the Mergermergers or termination of the merger agreement. Notwithstanding Additionally, the completion of the mergers is conditioned on the absence of certain orders, injunctions or decrees by any court or regulatory agency of competent jurisdiction that would prohibit or make illegal the completion of any of the foregoingtransactions contemplated by the merger agreement. See “The Merger Agreement—Conditions to Complete the Mergers” and “The Merger Agreement—Termination of the Merger Agreement” beginning on pages 88 and 89, Era respectively. The merger agreement may be terminated in accordance with its terms and Xxxxxxx will the mergers may not be obligated completed. The merger agreement is subject to negotiatea number of conditions, commit which must be fulfilled in order to complete the mergers. Those conditions include: (i) approval of the merger agreement by the majority of votes cast by the holders of shares of TriState Capital common stock present or effect any action represented by proxy at the special meeting shall have been obtained, (ii) the shares of Xxxxxxx Xxxxx common stock that would result in shall be issuable pursuant to the salemerger agreement shall have been authorized for listing on the NYSE, divestiture, disposal, holding separate, or other disposition subject to official notice of assets, contracts, businesses or product lines of Era and Xxxxxxx, or their respective subsidiaries generating, in the aggregate, Revenues (as defined below) in an aggregate amount in excess of $10.0 million. ‘‘Revenues’’ as used in the immediately preceding sentence means, with respect to any asset, contract, business or product line, gross revenues associated therewith for the twelve months ended December 31, 2019.issuance,

RISK FACTORS. In addition An investment in the Securities of the Company involves a high degree of risk and should be considered only by persons who can afford to the other information contained lose their entire investment and who have no need for liquidity in or incorporated by reference into this joint proxy and consent solicitation statement/prospectus, including the matters addressed under the heading ‘‘Cautionary Statement Regarding Forward-Looking Statements,’’ you their investment. You should carefully consider the following risk factors in deciding how to vote on or whether to consent or withhold consent to the proposals presented in this joint proxy and consent solicitation statement/prospectus. You should also consider the other information indescribed below, and discussed in the other documents incorporated by reference into, this joint proxy and consent solicitation statement/prospectus, including in particular the risk factors associated with Era’s business contained under the heading ‘‘section titled “Risk Factors’’ ” in Era’s our most recent Annual Report on Form 10-K for K, as well as the year ended December 31risks, 2019uncertainties and additional information set forth in our SEC Filings incorporated by reference herein. See ‘‘Where You Can Find More Information’’Our business, financial condition or results of operations could be materially adversely affected by any of these risks. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment. Risks Related to the Merger Because Securities and This Offering There is no public market for the Series F Preferred Shares or the Warrants and a limited public market for the Common Stock. There is no public market for the Series F Preferred Shares or the Warrants, and we not intend to have such securities quoted or listed on any market. In addition, our common stock is quoted on the OTCQB, which is an unorganized, inter-dealer, over-the-counter market which provides significantly less liquidity than the NASDAQ Capital Market or other national securities exchange. These factors may have an adverse impact on the trading and price of Era Common Stock our common stock. The Securities will fluctuatebe subject to restrictions on resale. We have not registered the sale of any of the Securities under the Securities Act or any state securities laws. The securities offered hereby are highly illiquid, Xxxxxxx stockholders canand are not transferable except in accordance with the Securities Act. Consequently, the Securities may not be resold or otherwise transferred unless they are subsequently registered under applicable securities laws or an exemption therefrom is available. In view of these and other limitations to the transfer of the Securities as described herein, the Securities should be considered an illiquid investment which may need to be held indefinitely. Limitations on the transfer of the Securities may also adversely affect the price that a Subscriber might be able to obtain for such securities in a private sale. The price of the Units has been determined without a third party valuation or fairness opinion. We have set the price of Units without the benefit of any third party valuation or fairness opinion or review. You must make your own determination as to the accuracy, fairness or reasonableness of the price of the Units and the other terms of the Offering. We will have significant discretion over the use of the gross proceeds. The Company intends to use the net proceeds of this Offering for general corporate purposes and to meet working capital needs. Accordingly, Company management will have broad discretion as to the application of such proceeds. There can be no assurance that management’s use of proceeds generated through this Offering will prove optimal or translate into revenue or profitability for the Company. There is no investor counsel. The Company has not retained any independent professionals to review or comment on this Offering or otherwise protect the interests of Subscribers. Although the Company has retained its own counsel, neither such firm nor any other firm has made any independent examination of any factual matters represented by management herein, and purchasers of the Securities offered hereby should not rely on any such firms so retained with respect to any matters herein described. No governmental entity has evaluated our securities. No federal or state commission, department or agency has made any evaluation, finding, recommendation or endorsement with respect to the Securities. Additional stock offerings in the future may dilute then-existing shareholders’ percentage ownership of the Company. Given our plans and expectations that we may need additional capital and personnel, we may need to issue additional shares of common stock or securities convertible or exercisable for shares of common stock, including convertible preferred stock, convertible notes, stock options or warrants. The issuance of additional securities in the future will dilute the percentage ownership of then current stockholders. Without limiting the generality of the foregoing, the Company will designate up to 6,000 shares of Series F Preferred Stock and may issue such additional shares of Series F Preferred Stock without obtaining the consent of the Subscribers in this Offering. We may be unable to redeem the Series F Preferred Shares when required. Pursuant to the Series F Certificate of Designation, the Company will be required to redeem the Series F Preferred Shares on September 1, 2020 for the stated value plus any accrued but unpaid dividends. There is no assurance the Company will be able to make such payment. Further, although such redemption will be secured by certain of our assets pursuant to the Security Agreement, there is no assurance holders will be able to realize such amount pursuant to such security interest. The Warrants are speculative in nature. The Warrants do not confer any rights of common stock ownership on their holders, such as voting rights or the right to receive dividends, but rather merely represent the right to acquire shares of common stock at a fixed price for a limited period of time. Specifically, for a period of two year commencing upon the date of issuance, holders of the Warrants may exercise their right to acquire the common stock and pay an exercise price equal to the closing price of the common stock on the date the Subscriber delivers the purchase price and its subscription documents. Moreover, the market value of the Per Share Merger Consideration they will receive. Upon completion of Warrants is uncertain and the Merger, each holder of Xxxxxxx Common Stock, other than holders of dissenting shares, shall be entitled to receive, for each share of Xxxxxxx Common Stock, a number of shares of Era Common Stock equal to the Aggregate Merger Consideration divided by the number of shares of Xxxxxxx Common Stock outstanding immediately prior to the Merger (including any shares issued as a result of the Preferred Stock Conversion, any shares underlying Xxxxxxx options or restricted stock units and certain shares of Xxxxxxx Common Stock held in reserve), plus the cash value of any fractional shares of Era Common Stock that would otherwise be payable, as described under ‘‘The Merger—Terms of the Merger’’). Any change in the market price of Era Common Stock prior to completion of the Merger will affect the value of any shares of Era Common Stock Xxxxxxx stockholders receive as consideration in the Merger. The market price of Era Common Stock has fluctuated significantly since the signing of the Merger Agreement due to the COVID-19 pandemic and a decrease in oil and natural gas prices since the execution of the Merger Agreement and may continue to fluctuate as a result of a variety of factors, including general market and economic conditions over the past month, changes in Era’s or Xxxxxxx’x respective businesses, operations and prospects, and regulatory considerations. Many of these factors are outside Era’s or Xxxxxxx’x control. Accordingly, at the time of the Xxxxxxx Consent Deadline, Xxxxxxx stockholders Warrants will not know be listed or be able to calculate the quoted for trading on any market price of Era Common Stock that they will receive upon completion of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities during the pendency of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities and obligates Era and Xxxxxxx to generally operate their businesses in the ordinary course in all material respects during the pendency of the Merger absent Era’s or Xxxxxxx’x prior written consent, as applicable. These restrictions could prevent Era and Xxxxxxx from pursuing attractive business opportunities or responding effectively to competitive pressures and industry developments that arise prior to the consummation of the Merger or termination of the Merger Agreement and are outside the ordinary course of business. In particular, the Merger Agreement restricts each of Era and Xxxxxxx from making certain acquisitions and dispositions without the prior written consent of the other party. If Era or Xxxxxxx is unable to take actions it believes are beneficial, such restrictions could have an adverse effect on Era’s and/or Xxxxxxx’x business, financial condition and results of operations. The Merger Agreement contains provisions that limit Era’s and Xxxxxxx’x ability to pursue alternatives to the Merger, which could discourage a potential competing acquiror of Era or Xxxxxxx from making a favorable alternative transaction proposal and, in specified circumstances, could require Era or Xxxxxxx to pay a termination fee. The Merger Agreement contains certain provisions that restrict Era’s and Xxxxxxx’x ability to solicit, initiate, facilitate or encourage any inquiries regarding, or the making of any proposal or offer that constitutes, a competing proposal, engage, continue or otherwise participate in any discussions or negotiations regarding, or furnish any non-public information to any person that has made or is, to the knowledge of Era or Xxxxxxx, as applicable, considering making a competing proposal, subject to customary exceptions and limitations. In addition, Era and Xxxxxxx generally have an opportunity to offer to modify the terms of the Merger Agreement in response to any third-party alternative transaction proposal before the Era Board or Xxxxxxx Board may change, qualify, withhold, withdraw or modify its recommendation that Era’s or Xxxxxxx’x stockholders, as applicable, approve the Merger. Further, even if the Era Board or the Xxxxxxx Board changes, qualifies, withholds, withdraws or modifies its recommendation, unless the Merger Agreement is terminated in accordance with its terms, Era or Xxxxxxx, as applicable, will still be required to submit the merger proposal to the vote of its stockholders. Upon termination of the Merger Agreement in certain circumstances relating to changes in the recommendation of the Era Board or Xxxxxxx Board in favor of the Merger or entry by Era or Xxxxxxx into an alternative transaction within 12 months of termination of the Merger Agreement, Era or Xxxxxxx will be required to pay a termination fee of $9.0 million, as applicable. These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Era or Xxxxxxx or pursuing an alternative transaction with Era or Xxxxxxx from considering or proposing such a transaction or might result in a potential third-party acquiror or merger partner proposing to pay a lower price to the stockholders of Era or Xxxxxxx than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances. If the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on Era’s and Xxxxxxx’x financial condition, stock price, results of operations, assets or business. Combining Era and Xxxxxxx may be more difficult, costly or time-consuming than currently expected, and Era and Xxxxxxx may fail to realize the anticipated benefits and cost savings of the Merger. Era and Xxxxxxx have operated and, until the completion of the Merger, will continue to operate, independently. The success of the Merger, including anticipated benefits and cost savings, will depend, in part, on Era’s and Xxxxxxx’x ability to successfully combine and integrate their businesses in a manner that does not materially disrupt existing customer relationships or result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect Era’s and/or Xxxxxxx’x ability to maintain relationships with customers and employees. The success of the Combined Company following the Merger may depend, in part, on the ability of Era and Xxxxxxx to integrate their two businesses, business models and cultures. If Era and Xxxxxxx experience difficulties in the integration process, including those listed above, they may fail to realize the anticipated benefits of the Merger in a timely manner or at all. The Combined Company’s business or results of operations or the value of its common stock may be materially and adversely affected as a result. Era and Xxxxxxx also expect to incur material one-time costs to achieve synergies and may fail to realize such estimated synergies. While Era and Xxxxxxx believe these synergies are achievable, their ability to achieve such estimated synergies in the amounts and time frame expected is subject to various assumptions by their management teams based on expectations that are subject to a number of risks, which may or may not be realized, the incurrence of other costs in Era and Xxxxxxx’x operations that may offset all or a portion of such synergies and other factors outside their control. As a consequence, Era and Xxxxxxx may not be able to realize all of these synergies within the time frame expected or at all. Era and Xxxxxxx may incur additional and/or unexpected costs to realize these synergies. In addition, if Era and Xxxxxxx fail to achieve the anticipated cost benefits in a timely manner, Era and Xxxxxxx may be unable realize all the anticipated synergies. Failure to achieve the expected synergies could significantly reduce the expected benefits associated with the Merger and adversely affect the Combined Company’s business, financial condition and results of operations. The completion of the Merger is subject to several conditionsexchange. There can be no assurances when or if assurance that the Merger will be completed. While Era and Xxxxxxx expect to complete the Merger in the middle of 2020, there can be no assurances as to the exact timing of completion market price of the Merger, common stock will ever equal or that exceed the Merger will be completed at all. The completion exercise price of the Merger is subject to numerous conditionsWarrants, includingand consequently, among others, (i) receipt of requisite approvals of Era’s and Xxxxxxx’x stockholders and the filing whether it will ever be profitable for holders of the Era Charter Amendment No. 1, (ii) warrants to exercise the expiration of any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the ‘‘HSR Act’’) or any other antitrust laws, and there not being in effect any voluntary agreement with any antitrust authority under which Era and Xxxxxxx have agreed not to consummate the Merger, (iii) the absence of any governmental order or law prohibiting the consummation of the Merger, (iv) the effectiveness of the registration statement for the shares of Era Common Stock to be issued in the Merger and the authorization for listing of those shares on the NYSE, (v) the accuracy of the other party’s representations and warranties, subject to customary materiality standards, (vi) compliance of the other party with its respective covenants under the Merger Agreement in all material respects, and (vii) other customary closing conditions. If such conditions are not satisfied, the Merger will not be consummated unless such conditions are validly waived. Such conditions may jeopardize or delay consummation of the Merger or may reduce the anticipated benefits of the Merger. Further, no assurance can be given that the required approvals will be obtained or that the conditions to closing will be satisfied. Even if all such approvals are obtained, no assurance can be given as to the terms, conditions and timing of such approvals or that they will satisfy the terms of the Merger Agreement. If the Merger is not consummated by October 23, 2020 (as may be extended to a date no later than January 23, 2021 upon satisfaction of certain conditions to extension set forth in the Merger Agreement), either Era or Xxxxxxx may terminate the Merger Agreement. The Merger is subject to the requirements of the HSR Act, and regulatory authorities may impose conditions that could have an adverse effect on Era, Xxxxxxx and/or the Combined Company or that could delay, prevent or increase the costs associated with completion of the Merger. The Merger may not be consummated until notifications under the HSR Act are submitted to the Antitrust Division of the Department of Justice (the ‘‘DOJ’’) and the Federal Trade Commission (the ‘‘FTC’’) and the required waiting period has expired or been terminated. Era and Xxxxxxx submitted their respective Notification and Report forms under the HSR Act on February 6, 2020. On March 9, 2020, Era withdrew its Notification and Report form, and on March 11, 2020, Era refiled an updated Notification and Report form, thereby commencing a new thirty day waiting period, which expired on April 10, 2020 without any extension or further action by the U.S. antitrust agencies. In addition, private parties who may be adversely affected by the Merger and individual states may bring legal action under the antitrust laws in certain circumstances. Although Xxxxxxx and Era believe the consummation of the Merger will not likely be prohibited under the antitrust laws, there can be no assurance that a challenge to the Merger on antitrust grounds will not be made and, if a challenge is made, what the result will be. Under the Merger Agreement, Era and Xxxxxxx have agreed to use their reasonable best efforts to avoid or eliminate each and every impediment to consummation of the transaction under any applicable law that may be asserted by any governmental entity and to obtain all regulatory clearances or observe all regulatory review periods necessary to consummate the Merger and the transactions contemplated by the Merger Agreement as soon as commercially practicable so as to enable the closing to occur as soon as reasonably possible (and in any event, not later than the End Date). In addition, in order to consummate the Merger, Era and Xxxxxxx may be required to comply with conditions, terms, obligations or restrictions imposed by governmental entities under any antitrust law, including divestitures, and such conditions, terms, obligations or restrictions may have the effect of delaying consummation of the Merger, imposing additional material costs on or materially limiting the revenue of the Combined Company after the consummation of the Merger, or otherwise reducing the anticipated benefits to the Combined Company of the Merger. Such conditions, terms, obligations or restrictions may result in the delay or abandonment of the Merger. Notwithstanding any of the foregoing, Era and Xxxxxxx will not be obligated to negotiate, commit to or effect any action that would result in the sale, divestiture, disposal, holding separate, or other disposition of assets, contracts, businesses or product lines of Era and Xxxxxxx, or their respective subsidiaries generating, in the aggregate, Revenues (as defined below) in an aggregate amount in excess of $10.0 million. ‘‘Revenues’’ as used in the immediately preceding sentence means, with respect to any asset, contract, business or product line, gross revenues associated therewith for the twelve months ended December 31, 2019Warrants.

RISK FACTORS. In addition to the other information contained in or incorporated by reference into this joint proxy and consent solicitation statement/prospectus, including the matters addressed under in the heading section entitled ‘‘Cautionary Statement Special Note Regarding Forward-Looking Statements,’’ you beginning on page 33, New Media stockholders should carefully consider the following risks before deciding whether to vote to approve the New Media proposals, and Gannett stockholders should carefully consider the following risk factors in before deciding how whether to vote on or whether to consent or withhold consent approve the Gannett proposals. In addition, you should read and consider the risks associated with each of the businesses of New Media and Gannett because these risks will relate to the proposals presented combined company following the completion of the merger. Descriptions of some of these risks can be found in the respective Annual Reports of New Media and Gannett on Form 10-K for the fiscal year ended December 30, 2018 and December 31, 2018, respectively, as such risks may be updated or supplemented in each company’s subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, which are incorporated by reference into this joint proxy and consent solicitation statement/prospectus. You should also consider the other information in, New Media and Gannett urge you to carefully read this entire joint proxy statement/prospectus and its annexes and the other documents incorporated by reference into, into this joint proxy and consent solicitation statement/prospectus, including in particular the risk factors associated with Era’s business contained under the heading ‘‘Risk Factors’’ in Era’s Annual Report on Form 10-K for the year ended December 31, 2019. See also the section entitled ‘‘Where You Can Find More Information’’’’ beginning on page 215. Risks Related Relating to the Merger Because The exchange ratio is fixed and will not be adjusted in the event of any change in the stock prices of either New Media or Gannett. At the closing of the merger, each share of Gannett common stock will be converted into the right to receive $6.25 in cash and 0.5427 fully paid and nonassessable shares of New Media common stock with cash paid in lieu of fractional shares of New Media common stock that otherwise would have been issued. This exchange ratio is fixed in the merger agreement and will not be adjusted for changes in the market price of Era Common Stock either New Media common stock or Gannett common stock. Because the exchange ratio is fixed, changes in the price of New Media common stock prior to the merger will fluctuate, Xxxxxxx stockholders cannot be certain of affect the market value of the Per Share Merger Consideration they merger consideration that Gannett stockholders will receivereceive following the effective time. Upon completion of the MergerIn addition, each holder of Xxxxxxx Common Stock, other than holders of dissenting shares, shall be entitled to receive, for each share of Xxxxxxx Common Stock, a number New Media will issue an amount of shares of Era Common Stock equal to New Media common stock in the Aggregate Merger Consideration divided by merger based on the number of shares of Xxxxxxx Common Stock Gannett common stock outstanding immediately as of the effective time, and the amount of shares of New Media common stock issued in the merger will not change based on the price of the shares of New Media common stock or Gannett common stock as of the effective time or their relative price, or any changes in their price or relative price prior to the Merger (including any shares issued as merger. As a result of the Preferred Stock Conversionresult, any shares underlying Xxxxxxx options or restricted stock units and certain shares of Xxxxxxx Common Stock held in reserve), plus the cash value of any fractional shares of Era Common Stock that would otherwise be payable, as described under ‘‘The Merger—Terms of the Merger’’). Any change changes in the market price of Era Common Stock New Media common stock prior to the completion of the Merger merger will affect the value of any shares of Era Common Stock Xxxxxxx New Media common stock that Gannett stockholders will receive as consideration pursuant to the merger. Changes in the Mergermarket prices of New Media common stock and Gannett common stock may result from a variety of factors that are beyond New Media’s and Gannett’s control, including changes in business, operations, financial results and prospects, regulatory considerations, governmental actions, and legal proceedings and developments. The market price of Era Common Stock New Media common stock has fluctuated significantly since during the signing period between the date the merger agreement was executed and the date of the Merger Agreement due to the COVID-19 pandemic and a decrease in oil and natural gas prices since the execution of the Merger Agreement this joint proxy statement/prospectus, and may continue to fluctuate as change through the date of the special meetings and the effective time. As a result result, the market value represented by the exchange ratio will also vary. For example, based on the range of closing prices of New Media common stock during the period from August 2, 2019, the last full trading day before New Media’s public announcement of its intent to acquire Gannett, through October 9, 2019, the latest practicable date before the date of this joint proxy statement/prospectus, the exchange ratio represented a variety market value ranging from a low of factors, including general 3.86 to a high of 5.81 for each share of Gannett common stock. The actual market and economic conditions over value of the past month, changes in Era’s or Xxxxxxx’x respective businesses, operations and prospects, and regulatory considerationsNew Media common stock received by Gannett stockholders upon the completion of the merger may be outside of this range. Many of these factors are outside Era’s or Xxxxxxx’x control. AccordinglyAs such, at the time of the Xxxxxxx Consent Deadlinerelevant company’s meeting of stockholders to consider and vote on the New Media proposals or Gannett proposals, Xxxxxxx as applicable, Gannett’s stockholders will not know or be able to calculate determine the exact value of the merger consideration. The merger is subject to conditions, some or all of which may not be satisfied or completed on a timely basis, if at all. Failure to complete the merger in a timely manner or at all could have adverse effects on New Media and Gannett. The completion of the merger is subject to a number of conditions that must be satisfied or waived, including, among others, (1) the approval by New Media stockholders of the Transactions Proposal; (2) the approval of Gannett stockholders of the Merger Proposal; (3) the termination or expiration of the waiting period under the HSR Act; (4) confirmation of approval under the European Union Merger Regulation and (5) the absence of an injunction prohibiting completion of the merger. These conditions make the completion and timing of the completion of the merger uncertain. For more information, see ‘‘The Merger Agreement—Conditions to the Merger’’ beginning on page 164. Also, either New Media or Gannett may terminate the merger agreement if the merger is not completed by February 5, 2020 (or, if the reason for not closing by February 5, 2020 is that any of the conditions relating to the absence of legal restraints (to the extent relating to the required regulatory clearances), absence of regulatory proceedings or receipt of regulatory clearances are not satisfied, but all other closing conditions of the parties have been satisfied, duly waived or are then capable of being satisfied, May 5, 2020), except that this right to terminate the merger agreement due to the occurrence of the end date will not be available to any party whose failure to perform any obligation under the merger agreement has principally caused or resulted in the failure of the merger to be consummated on or before that date. If the merger is not completed, New Media’s and Gannett’s respective ongoing businesses, financial condition, financial results and stock prices may be adversely affected and, without realizing any of the benefits of having completed the merger, New Media and Gannett will be subject to a number of risks, including the following: • New Media or Gannett may be required to pay a termination fee under certain circumstances provided in the merger agreement; • New Media and Gannett may not be able to realize the benefits of the transaction, including the anticipated synergies; • the market price of Era Common Stock New Media common stock or Gannett common stock could decline; • if the merger agreement is terminated and the New Media Board or the Gannett Board seeks another business combination, New Media stockholders and Gannett stockholders cannot be certain that they New Media or Gannett will receive upon be able to find a party willing to enter into a transaction on terms equivalent to or more attractive than the terms that the other party has agreed to in the merger agreement; • time and resources committed by New Media’s and Gannett’s respective management to matters relating to the merger could otherwise have been devoted to pursuing other beneficial opportunities for their respective companies; • New Media or Gannett may experience negative reactions from the financial markets or from their respective customers, suppliers or employees; and • New Media and Gannett will be required to pay their respective costs relating to the merger, such as legal, accounting, financial advisory and printing fees, whether or not the merger is completed. In addition, if the merger is not completed, New Media or Gannett could be subject to litigation related to any failure to complete the merger or related to any enforcement proceeding commenced against New Media or Gannett to perform their respective obligations under the merger agreement. The materialization of any of these risks could adversely impact New Media and Gannett’s respective ongoing businesses, financial condition, financial results and stock price. Similarly, delays in the completion of the Mergermerger could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with uncertainty about completion of the merger. The Merger Agreement subjects Era and Xxxxxxx merger is subject to restrictions on their business activities during the pendency requirements of the Merger. The HSR Act and the European Union Merger Agreement subjects Era Regulation, and Xxxxxxx to restrictions on their business activities and obligates Era and Xxxxxxx to generally operate their businesses in the ordinary course in all material respects during the pendency of the Merger absent Era’s or Xxxxxxx’x prior written consent, as applicable. These restrictions could prevent Era and Xxxxxxx from pursuing attractive business opportunities or responding effectively to competitive pressures and industry developments regulatory authorities may impose conditions that arise prior to the consummation of the Merger or termination of the Merger Agreement and are outside the ordinary course of business. In particular, the Merger Agreement restricts each of Era and Xxxxxxx from making certain acquisitions and dispositions without the prior written consent of the other party. If Era or Xxxxxxx is unable to take actions it believes are beneficial, such restrictions could have an adverse effect on Era’s and/or Xxxxxxx’x New Media, Gannett or the combined company or that could delay, prevent or increase the costs associated with completion of the merger. Before the merger may be completed, any waiting period (or extension thereof) applicable to the merger under the HSR Act must have expired or been terminated and any confirmation of approval under the European Union Merger Regulation must have been received. On August 26, 2019, New Media and Gannett each filed their respective requisite notification and report form under the HSR Act with the DOJ and the FTC. The required 30-day waiting period under the HSR Act expired at 11:59 p.m. Eastern Time on September 25, 2019. New Media and Gannett made the requisite competition filing with the European Commission on September 30, 2019. New Media and Gannett are not currently aware of any material governmental consents, approvals or filings that are required prior to the parties’ completion of the transaction other than those under the HSR Act and the European Union Merger Regulation. If additional approvals, consents, clearances or filings are required to complete the transaction, New Media and Gannett intend to seek such consents and approvals and make such filings. Regulators may impose conditions, terms, obligations or restrictions in connection with granting approvals or consents for the merger, and such conditions, terms, obligations or restrictions may delay completion of the merger or impose additional material costs on or materially limit the revenues of the combined company or the ability to obtain the anticipated synergies following the completion of the merger. There can be no assurance that regulators will choose not to impose such conditions, terms, obligations or restrictions, and, if imposed, such conditions, terms, obligations or restrictions may delay or lead to the abandonment of the merger. Under the merger agreement, New Media and Gannett have agreed to use their respective reasonable best efforts to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, exemptions, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable to be obtained from any governmental entity in order to consummate the merger or any of the other transactions contemplated by the merger agreement, except that neither New Media nor Gannett may be required to offer, accept, agree to or commit to any term, condition, liability, obligation or undertaking that is not conditioned on the consummation of the merger or that, individually or in the aggregate, would have or would be reasonably likely to have a material adverse effect on the business, financial condition and results of operations, assets or financial condition of Gannett or of New Media (provided that for this purpose, New Media shall be deemed to be of a size and scale that is equal to Gannett) (a ‘‘burdensome condition’’). For a more detailed description of the required regulatory approvals and New Media’s and Gannett’s obligations with respect to these approvals, see ‘‘The Merger Agreement—Covenants and Agreements—Governmental and Regulatory Approvals’’ beginning on page 158. The Merger Agreement merger agreement contains provisions that limit EraNew Media’s and Xxxxxxx’x Gannett’s ability to pursue alternatives to the Mergermerger, which could discourage a potential competing acquiror of Era acquirer or Xxxxxxx third party from making a favorable alternative transaction proposal and, in specified circumstances, could require Era New Media or Xxxxxxx Gannett to pay a substantial termination fee. The Merger Agreement contains certain provisions that restrict Era’s and Xxxxxxx’x ability to solicit, initiate, facilitate or encourage any inquiries regarding, or the making of any proposal or offer that constitutes, a competing proposal, engage, continue or otherwise participate in any discussions or negotiations regarding, or furnish any non-public information to any person that has made or is, to the knowledge of Era or Xxxxxxx, as applicable, considering making a competing proposal, subject to customary exceptions and limitations. In addition, Era and Xxxxxxx generally have an opportunity to offer to modify the terms of the Merger Agreement in response to any third-party alternative transaction proposal before the Era Board or Xxxxxxx Board may change, qualify, withhold, withdraw or modify its recommendation that Era’s or Xxxxxxx’x stockholders, as applicable, approve the Merger. Further, even if the Era Board or the Xxxxxxx Board changes, qualifies, withholds, withdraws or modifies its recommendation, unless the Merger Agreement is terminated in accordance with its terms, Era or Xxxxxxx, as applicable, will still be required to submit the merger proposal to the vote of its stockholders. Upon termination of the Merger Agreement in certain circumstances relating to changes in the recommendation of the Era Board or Xxxxxxx Board in favor of the Merger or entry by Era or Xxxxxxx into an alternative transaction within 12 months of termination of the Merger Agreement, Era or Xxxxxxx will be required to pay a termination fee of $9.0 million, as applicable. These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Era or Xxxxxxx or pursuing an alternative transaction with Era or Xxxxxxx from considering or proposing such a transaction or might result in a potential third-party acquiror or merger partner proposing to pay a lower price to the stockholders of Era or Xxxxxxx than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances. If the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on Era’s and Xxxxxxx’x financial condition, stock price, results of operations, assets or business. Combining Era and Xxxxxxx may be more difficult, costly or time-consuming than currently expected, and Era and Xxxxxxx may fail to realize the anticipated benefits and cost savings of the Merger. Era and Xxxxxxx have operated and, until the completion of the Merger, will continue to operate, independently. The success of the Merger, including anticipated benefits and cost savings, will depend, in part, on Era’s and Xxxxxxx’x ability to successfully combine and integrate their businesses in a manner that does not materially disrupt existing customer relationships or result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect Era’s and/or Xxxxxxx’x ability to maintain relationships with customers and employees. The success of the Combined Company following the Merger may depend, in part, on the ability of Era and Xxxxxxx to integrate their two businesses, business models and cultures. If Era and Xxxxxxx experience difficulties in the integration process, including those listed above, they may fail to realize the anticipated benefits of the Merger in a timely manner or at all. The Combined Company’s business or results of operations or the value of its common stock may be materially and adversely affected as a result. Era and Xxxxxxx also expect to incur material one-time costs to achieve synergies and may fail to realize such estimated synergies. While Era and Xxxxxxx believe these synergies are achievable, their ability to achieve such estimated synergies in the amounts and time frame expected is subject to various assumptions by their management teams based on expectations that are subject to a number of risks, which may or may not be realized, the incurrence of other costs in Era and Xxxxxxx’x operations that may offset all or a portion of such synergies and other factors outside their control. As a consequence, Era and Xxxxxxx may not be able to realize all of these synergies within the time frame expected or at all. Era and Xxxxxxx may incur additional and/or unexpected costs to realize these synergies. In addition, if Era and Xxxxxxx fail to achieve the anticipated cost benefits in a timely manner, Era and Xxxxxxx may be unable realize all the anticipated synergies. Failure to achieve the expected synergies could significantly reduce the expected benefits associated with the Merger and adversely affect the Combined Company’s business, financial condition and results of operations. The completion of the Merger is subject to several conditions. There can be no assurances when or if the Merger will be completed. While Era and Xxxxxxx expect to complete the Merger in the middle of 2020, there can be no assurances as to the exact timing of completion of the Merger, or that the Merger will be completed at all. The completion of the Merger is subject to numerous conditions, including, among others, (i) receipt of requisite approvals of Era’s and Xxxxxxx’x stockholders and the filing of the Era Charter Amendment No. 1, (ii) the expiration of any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the ‘‘HSR Act’’) or any other antitrust laws, and there not being in effect any voluntary agreement with any antitrust authority under which Era and Xxxxxxx have agreed not to consummate the Merger, (iii) the absence of any governmental order or law prohibiting the consummation of the Merger, (iv) the effectiveness of the registration statement for the shares of Era Common Stock to be issued in the Merger and the authorization for listing of those shares on the NYSE, (v) the accuracy of the other party’s representations and warranties, subject to customary materiality standards, (vi) compliance of the other party with its respective covenants under the Merger Agreement in all material respects, and (vii) other customary closing conditions. If such conditions are not satisfied, the Merger will not be consummated unless such conditions are validly waived. Such conditions may jeopardize or delay consummation of the Merger or may reduce the anticipated benefits of the Merger. Further, no assurance can be given that the required approvals will be obtained or that the conditions to closing will be satisfied. Even if all such approvals are obtained, no assurance can be given as to the terms, conditions and timing of such approvals or that they will satisfy the terms of the Merger Agreement. If the Merger is not consummated by October 23, 2020 (as may be extended to a date no later than January 23, 2021 upon satisfaction of certain conditions to extension set forth in the Merger Agreement), either Era or Xxxxxxx may terminate the Merger Agreement. The Merger is subject to the requirements of the HSR Act, and regulatory authorities may impose conditions that could have an adverse effect on Era, Xxxxxxx and/or the Combined Company or that could delay, prevent or increase the costs associated with completion of the Merger. The Merger may not be consummated until notifications under the HSR Act are submitted to the Antitrust Division of the Department of Justice (the ‘‘DOJ’’) and the Federal Trade Commission (the ‘‘FTC’’) and the required waiting period has expired or been terminated. Era and Xxxxxxx submitted their respective Notification and Report forms under the HSR Act on February 6, 2020. On March 9, 2020, Era withdrew its Notification and Report form, and on March 11, 2020, Era refiled an updated Notification and Report form, thereby commencing a new thirty day waiting period, which expired on April 10, 2020 without any extension or further action by the U.S. antitrust agencies. In addition, private parties who may be adversely affected by the Merger and individual states may bring legal action under the antitrust laws in certain circumstances. Although Xxxxxxx and Era believe the consummation of the Merger will not likely be prohibited under the antitrust laws, there can be no assurance that a challenge to the Merger on antitrust grounds will not be made and, if a challenge is made, what the result will be. Under the Merger Agreement, Era and Xxxxxxx have agreed to use their reasonable best efforts to avoid or eliminate each and every impediment to consummation of the transaction under any applicable law that may be asserted by any governmental entity and to obtain all regulatory clearances or observe all regulatory review periods necessary to consummate the Merger and the transactions contemplated by the Merger Agreement as soon as commercially practicable so as to enable the closing to occur as soon as reasonably possible (and in any event, not later than the End Date). In addition, in order to consummate the Merger, Era and Xxxxxxx may be required to comply with conditions, terms, obligations or restrictions imposed by governmental entities under any antitrust law, including divestitures, and such conditions, terms, obligations or restrictions may have the effect of delaying consummation of the Merger, imposing additional material costs on or materially limiting the revenue of the Combined Company after the consummation of the Merger, or otherwise reducing the anticipated benefits to the Combined Company of the Merger. Such conditions, terms, obligations or restrictions may result in the delay or abandonment of the Merger. Notwithstanding any of the foregoing, Era and Xxxxxxx will not be obligated to negotiate, commit to or effect any action that would result in the sale, divestiture, disposal, holding separate, or other disposition of assets, contracts, businesses or product lines of Era and Xxxxxxx, or their respective subsidiaries generating, in the aggregate, Revenues (as defined below) in an aggregate amount in excess of $10.0 million. ‘‘Revenues’’ as used in the immediately preceding sentence means, with respect to any asset, contract, business or product line, gross revenues associated therewith for the twelve months ended December 31, 2019.

RISK FACTORS. In There are a number of significant risks and uncertainties related to the JBG business. Many of the risks related to the JBG business are also risks related to our business. The following includes certain risks and uncertainties that are currently applicable to JBG that will affect us to the extent they affect JBG prior to the completion of the Combination Transactions or become applicable to the combined company following the completion of the Combination Transactions. The Combination Transactions are subject to conditions and there can be no assurance they will be completed. The following also includes certain risks and uncertainties that are currently applicable to us related to the Combination Transactions. Other risks and uncertainties related to the Combination Transactions and the combined company will be included in a definitive proxy statement, which will be mailed to the Company’s stockholders when it becomes available. These risks and uncertainties are in addition to the other information contained risks and uncertainties described in or incorporated by reference into this joint proxy and consent solicitation statement/prospectus, including the matters addressed under the heading ‘‘Cautionary Statement Regarding Forward-Looking Statements,’’ you should carefully consider the following risk factors in deciding how to vote on or whether to consent or withhold consent to the proposals presented in this joint proxy and consent solicitation statement/prospectus. You should also consider the other information in, and the other documents incorporated by reference into, this joint proxy and consent solicitation statement/prospectus, including in particular the risk factors associated with Era’s business contained under the heading ‘‘Risk Factors’’ in Era’s our Annual Report on Form 10-K for the year ended December 31, 20192015 filed with the Securities and Exchange Commission (the “SEC”) on February 26, 2016, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 filed with the SEC on May 10, 2016, and any other filings made by us with the SEC. See ‘‘Where You Can Find More Information’’Investing in our common stock involves risks. Risks Related The occurrence of any of the following risks could materially and adversely affect our business, prospects, our financial condition, results of operations, cash flow, per share trading price of our common stock and ability to pay dividends to our stockholders, which could cause you to lose all or a part of your investment in our common stock. Some statements in this document, including statements in the following risk factors, constitute forward-looking statements. The completion of the Combination Transactions is subject to many conditions and may not occur on a timely basis, or at all. The completion of the Combination Transactions is subject to a number of conditions, including stockholder approval of the issuance of common stock and OP Units in connection with the Combination Transactions and the combined company closing on a new credit facility. There can be no assurance that the conditions to the Merger Because closing of the combination will be satisfied or waived or that the Combination Transactions will be completed. Failure to complete the Combination Transactions may adversely affect our results of operations and business prospects for the following reasons, among others: · the market price of Era Common Stock will fluctuateour common stock could decline to the extent that the current market price reflects, Xxxxxxx stockholders cannot be certain of the market value of the Per Share Merger Consideration they will receive. Upon completion of the Merger, each holder of Xxxxxxx Common Stock, other than holders of dissenting shares, shall be entitled to receive, for each share of Xxxxxxx Common Stockand is positively affected by, a number market assumption that the Combination Transactions will be completed; · the Combination Transactions, whether or not they close, may divert the attention of shares of Era Common Stock equal to the Aggregate Merger Consideration divided by the number of shares of Xxxxxxx Common Stock outstanding immediately prior to the Merger (including any shares issued as a result of the Preferred Stock Conversion, any shares underlying Xxxxxxx options or restricted stock units our executive officers and certain shares of Xxxxxxx Common Stock held in reserve), plus the cash value of any fractional shares of Era Common Stock that would otherwise be payable, as described under ‘‘The Merger—Terms of the Merger’’). Any change in the market price of Era Common Stock prior to completion of the Merger will affect the value of any shares of Era Common Stock Xxxxxxx stockholders receive as consideration in the Merger. The market price of Era Common Stock has fluctuated significantly since the signing of the Merger Agreement due to the COVID-19 pandemic and a decrease in oil and natural gas prices since the execution of the Merger Agreement and may continue to fluctuate as a result of a variety of factorskey personnel from ongoing business activities, including general market the pursuit of other opportunities that could be beneficial to us; · we will incur certain transaction costs, regardless of whether the Combination Transactions are completed; and economic conditions over the past month, changes in Era’s or Xxxxxxx’x respective businesses, operations and prospects, and regulatory considerations. Many of these factors are outside Era’s or Xxxxxxx’x control. Accordingly, at the time of the Xxxxxxx Consent Deadline, Xxxxxxx stockholders will not know or be able to calculate the market price of Era Common Stock that they will receive upon completion of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities during the pendency of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities and obligates Era and Xxxxxxx to generally operate their businesses in the ordinary course in all material respects during the pendency of the Merger absent Era’s or Xxxxxxx’x prior written consent, as applicable. These restrictions could prevent Era and Xxxxxxx from pursuing attractive business opportunities or responding effectively to competitive pressures and industry developments that arise prior to the consummation of the Merger or termination of the Merger Agreement and are outside the ordinary course of business. In particular, the Merger Agreement restricts each of Era and Xxxxxxx from making certain acquisitions and dispositions without the prior written consent of the other party. If Era or Xxxxxxx is unable to take actions it believes are beneficial, such restrictions could have an adverse effect on Era’s and/or Xxxxxxx’x business, financial condition and results of operations. The Merger Agreement contains provisions that limit Era’s and Xxxxxxx’x ability to pursue alternatives to the Merger, which could discourage a potential competing acquiror of Era or Xxxxxxx from making a favorable alternative transaction proposal and, in specified circumstances, could require Era or Xxxxxxx to pay a termination fee. The Merger Agreement contains certain provisions that restrict Era’s and Xxxxxxx’x ability to solicit, initiate, facilitate or encourage any inquiries regarding, or the making of any proposal or offer that constitutes, a competing proposal, engage, continue or otherwise participate in any discussions or negotiations regarding, or furnish any non-public information to any person that has made or is, to the knowledge of Era or Xxxxxxx, as applicable, considering making a competing proposal, subject to customary exceptions and limitations. In addition, Era and Xxxxxxx generally have an opportunity to offer to modify the terms of the Merger Agreement in response to any third-party alternative transaction proposal before the Era Board or Xxxxxxx Board · we may change, qualify, withhold, withdraw or modify its recommendation that Era’s or Xxxxxxx’x stockholders, as applicable, approve the Merger. Further, even if the Era Board or the Xxxxxxx Board changes, qualifies, withholds, withdraws or modifies its recommendation, unless the Merger Agreement is terminated in accordance with its terms, Era or Xxxxxxx, as applicable, will still be required to submit the merger proposal to the vote of its stockholders. Upon termination of the Merger Agreement in certain circumstances relating to changes in the recommendation of the Era Board or Xxxxxxx Board in favor of the Merger or entry by Era or Xxxxxxx into an alternative transaction within 12 months of termination of the Merger Agreement, Era or Xxxxxxx will be required to pay a termination fee of $9.0 million, as applicable. These provisions could discourage a potential third-party acquiror 55 million or merger partner that might have an interest in acquiring all or a significant portion of Era or Xxxxxxx or pursuing an alternative transaction with Era or Xxxxxxx from considering or proposing such a transaction or might result in a potential third-party acquiror or merger partner proposing to pay a lower price to reimburse expenses if the stockholders of Era or Xxxxxxx than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain Combination Agreement is terminated under specified circumstances. If the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on Era’s and Xxxxxxx’x financial condition, stock price, results of operations, assets or business. Combining Era and Xxxxxxx may be more difficult, costly or time-consuming than currently expected, and Era and Xxxxxxx may fail to realize the anticipated benefits and cost savings of the Merger. Era and Xxxxxxx have operated and, until Any delay in the completion of the MergerCombination Transactions could materially reduce or, will continue if the Combination Agreement is terminated, eliminate the benefits expected to operate, independently. The success of be obtained by the Merger, including anticipated benefits and cost savings, will depend, in part, on Era’s and Xxxxxxx’x ability to successfully combine and integrate their businesses in a manner that does not materially disrupt existing customer relationships or result in decreased revenues due to loss of customers. It is possible that the integration process could result combined company in the loss of key employees, the disruption of either company’s ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect Era’s and/or Xxxxxxx’x ability to maintain relationships with customers and employees. The success of the Combined Company following the Merger may depend, in part, on the ability of Era and Xxxxxxx to integrate their two businesses, business models and cultures. If Era and Xxxxxxx experience difficulties in the integration process, including those listed above, they may fail to realize the anticipated benefits of the Merger in a timely manner or at all. The Combined Company’s business or results of operations or the value of its common stock may be materially and adversely affected as a result. Era and Xxxxxxx also expect to incur material one-time costs to achieve synergies and may fail to realize such estimated synergies. While Era and Xxxxxxx believe these synergies are achievable, their ability to achieve such estimated synergies in the amounts and time frame expected is subject to various assumptions by their management teams based on expectations that are subject to a number of risks, which may or may not be realized, the incurrence of other costs in Era and Xxxxxxx’x operations that may offset all or a portion of such synergies and other factors outside their control. As a consequence, Era and Xxxxxxx may not be able to realize all of these synergies within the time frame expected or at all. Era and Xxxxxxx may incur additional and/or unexpected costs to realize these synergiesCombination Transactions. In addition, if Era to the extent consents required with respect to certain JBG properties representing up to an aggregate of 7.2% of the total value to be contributed have not been obtained by the closing, those JBG properties may not be contributed and Xxxxxxx fail to achieve the anticipated cost benefits total consideration will be adjusted proportionately. As a result, less than all of the JBG properties described in a timely manner, Era and Xxxxxxx the JBG Exhibit may be unable realize all the anticipated synergies. Failure to achieve the expected synergies could significantly reduce the expected benefits associated with the Merger and adversely affect the Combined Company’s businessacquired, financial condition and results of operations. The completion of the Merger is subject to several conditions. There can be no assurances when or if the Merger will be completed. While Era and Xxxxxxx expect to complete the Merger in the middle of 2020, there can be no assurances as to the exact timing of completion of the Merger, or that the Merger will be completed at all. The completion of the Merger is subject to numerous conditions, including, among others, (i) receipt of requisite approvals of Era’s and Xxxxxxx’x stockholders and the filing of the Era Charter Amendment No. 1, (ii) the expiration of any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the ‘‘HSR Act’’) or any other antitrust laws, and there not being in effect any voluntary agreement with any antitrust authority under which Era and Xxxxxxx have agreed not to consummate the Merger, (iii) the absence of any governmental order or law prohibiting the consummation of the Merger, (iv) the effectiveness of the registration statement for the shares of Era Common Stock to be issued in the Merger and the authorization for listing of those shares on the NYSE, (v) the accuracy of the other party’s representations and warranties, subject to customary materiality standards, (vi) compliance of the other party with its respective covenants under the Merger Agreement in all material respects, and (vii) other customary closing conditions. If such conditions are not satisfied, the Merger will not be consummated unless such conditions are validly waived. Such conditions may jeopardize or delay consummation of the Merger or may reduce the anticipated benefits of the Merger. Further, no assurance can be given that the required approvals will be obtained or that the conditions to closing will be satisfied. Even if all such approvals are obtained, no assurance can be given as to the terms, conditions and timing of such approvals or that they will satisfy the terms of the Merger Agreement. If the Merger is not consummated by October 23, 2020 (as may be extended to a date no later than January 23, 2021 upon satisfaction of certain conditions to extension set forth in the Merger Agreement), either Era or Xxxxxxx may terminate the Merger Agreement. The Merger is subject to the requirements of the HSR Act, and regulatory authorities may impose conditions that could have an adverse effect on Era, Xxxxxxx and/or the Combined Company or that could delay, prevent or increase anticipated benefits from the costs associated Combination Transactions. Failure by JBG to obtain consents required with completion respect to JBG properties representing more than an aggregate of 7.2% of the Mergertotal value to be contributed could give rise to a right for us to terminate the Combination Agreement. The Merger may not If the Combination Transactions are completed, the combined company will be consummated until notifications engaged in a different business than we currently engage in under new management and our success will depend on the HSR Act are submitted to efforts of our new directors, executives and employees. An investment in the Antitrust Division combined company will be significantly different than an investment in our company. Following the closing of the Department Combination Transactions, current equity holders of Justice JBG will own approximately 65.2% of the combined company and our current stockholders will no longer control the combined company and will have less influence over the management and policies of the combined company after the Combination Transactions than they currently exercise over the management and policies of our company. Moreover, all but one member of our current board and all of our management will be replaced by designees of JBG, our advisory agreement with New York Recovery Advisors, LLC, our external advisor, will be terminated and the combined company is expected to hire employees who are predominantly expected to be the current employees of JBG, as well as a limited number of employees of our external advisor or its affiliates. If the Combination Transactions are completed, the combined company’s assets will predominantly be the JBG properties, and there will also be significant changes to our business, including the following: · JBG operates exclusively in the DC Metro Area, whereas we operate exclusively in the New York Metropolitan Statistical Area (the ‘‘DOJ’’) “New York MSA”); · JBG is engaged in acquiring and owning office, multifamily, retail and mixed use properties, whereas our business is, and has for some time been, focused on acquiring and owning office, retail and mixed use properties in Manhattan and other real estate assets; · while we do engage in acquiring and owning retail properties, JBG has a significantly larger amount and proportion of retail-related assets; · JBG is engaged in the real estate construction and development businesses, as well as real estate asset management, and we have not previously been engaged in any of these businesses; · JBG has interests in 40 joint ventures whereas we currently own an interest in only one joint venture; · JBG has eight ground leased assets whereas only one of our assets is subject to a ground lease; and · JBG has different business strategies than us and the Federal Trade Commission (the ‘‘FTC’’) and the required waiting period has expired or been terminated. Era and Xxxxxxx submitted their respective Notification and Report forms under the HSR Act on February 6, 2020. On March 9, 2020, Era withdrew its Notification and Report form, and on March 11, 2020, Era refiled an updated Notification and Report form, thereby commencing a new thirty day waiting period, which expired on April 10, 2020 without any extension or further action by the U.S. antitrust agenciescombined company is also expected to have business strategies that are different from our current business strategies. In addition, private parties who may we currently have no employees. Because the combined company will have employees, as their employer, the combined company will be adversely affected subject to those potential liabilities that are commonly faced by employers, such as workers disability and compensation claims, potential labor disputes and other employee-related liabilities and grievances. Further, the Merger and individual states may bring legal action under combined company will bear the antitrust laws in certain circumstances. Although Xxxxxxx and Era believe the consummation costs of the Merger establishment and maintenance of health, retirement and similar benefit plans for its employees. If the Combination Transactions are completed, the success of the combined company will depend on the efforts of our new directors, executives and employees engaged predominantly in businesses we have not likely be prohibited under previously engaged in and pursuing strategies we are not currently pursuing. As a result, we, and our current stockholders, who will remain stockholders of the antitrust laws, there can be no assurance that a challenge combined company pursuant to the Merger on antitrust grounds will not be made and, if a challenge is made, what the result will be. Under the Merger Combination Agreement, Era will be subject to new and Xxxxxxx different risks than we are currently exposed to, including risks related to businesses we have agreed to use their reasonable best efforts to avoid or eliminate each and every impediment to consummation not previously engaged in. Certain of these new risks are described herein. The JBG properties are geographically concentrated in the DC Metro area. All of the transaction under any applicable law that may JBG properties are located in the DC Metro area. As a result, the combined company will be asserted by any governmental entity particularly susceptible to adverse economic or other conditions in this market, in addition to the risks related to the New York MSA, to which we are currently subject (such as periods of economic slowdown or recession, business layoffs or downsizing, industry slowdowns, relocations of businesses, increases in real estate and to obtain all regulatory clearances or observe all regulatory review periods necessary to consummate the Merger other taxes, and the transactions contemplated by the Merger Agreement cost of complying with governmental regulations or increased regulation), as soon as commercially practicable so well as to enable the closing to natural disasters and other disruptions that occur in this market (such as soon as reasonably possible (terrorist activity or threats of terrorist activity and in other events), any event, not later than the End Date). In addition, in order to consummate the Merger, Era and Xxxxxxx may be required to comply with conditions, terms, obligations or restrictions imposed by governmental entities under any antitrust law, including divestitures, and such conditions, terms, obligations or restrictions of which may have a greater impact on the effect of delaying consummation value of the Mergercombined company’s properties or operating results than if the combined company owned a more geographically diverse portfolio. We cannot assure you that either the New York MSA or the DC Metro area will grow or that underlying real estate fundamentals will be favorable to owners, imposing additional material costs on operators and developers of office, multifamily or materially limiting the revenue of the Combined Company after the consummation of the Merger, retail properties or otherwise reducing the anticipated benefits to the Combined Company of the Mergerproperties held for development. Such conditions, terms, obligations or restrictions may result The DC Metro area experienced an economic downturn in the delay or abandonment of the Merger. Notwithstanding any of the foregoing, Era and Xxxxxxx will not be obligated to negotiate, commit to or effect any action that would result in the sale, divestiture, disposal, holding separate, or other disposition of assets, contracts, businesses or product lines of Era and Xxxxxxx, or their respective subsidiaries generating, in the aggregate, Revenues (as defined below) in an aggregate amount in excess of $10.0 million. ‘‘Revenues’’ as used in the immediately preceding sentence means, with respect to any asset, contract, business or product line, gross revenues associated therewith for the twelve months ended December 31, 2019.recent

RISK FACTORS. In You should carefully consider the following risk factors, in addition to the other information contained in or included in, and incorporated by reference into into, this joint proxy and consent solicitation statement/prospectus, including the matters addressed under in the heading ‘‘section entitled “General Information—Cautionary Statement Regarding Forward-Looking Statements,’’ you should carefully consider ” beginning on page 60 of this prospectus and in the following risk factors in deciding how to vote on or whether to consent or withhold consent to the proposals presented in this joint proxy and consent solicitation statement/prospectus. You should also consider the other information in, and the other documents incorporated by reference into, this joint proxy and consent solicitation statement/prospectus, including in particular the risk factors associated with Era’s business contained under the heading ‘‘section entitled “Risk Factors’’ ” in Era’s Annual Report on the Form 1020-K F for the financial year ended December 31, 20192014 filed by Delhaize with the SEC and incorporated by reference into this prospectus. See ‘‘Where You Can Find More Information’’The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the merger, and may have a material adverse effect on the business, cash flows, financial condition or operating results of the combined company following the merger. The risk factors discussed below are all the risk factors relating to the merger, the ownership of the combined company’s ordinary shares and American Depositary Shares and the business of the combined company that are known to Ahold and that could be deemed material. The risk factors discussed below are, however, based on certain assumptions made by Xxxxx, which later may prove to be incorrect or incomplete. Risks Related Relating to the Merger Because the exchange ratio is fixed and the market price prices of Era Common Stock will the Ahold ordinary shares, Ahold ADSs, Delhaize ordinary shares and Delhaize ADSs fluctuate, Xxxxxxx stockholders Delhaize shareholders and Delhaize ADS holders cannot be certain sure of the market value of the Per Share Merger Consideration Ahold ordinary shares or Ahold ADSs that they will receivereceive in the merger on the closing date. Upon completion the consummation of the Mergermerger, each holder pursuant to the terms of Xxxxxxx Common Stock, the merger agreement (i) holders of Delhaize ordinary shares (other than any Delhaize ordinary shares held in treasury by Delhaize or held by Xxxxx) will receive 4.75 Ahold ordinary shares for each Delhaize ordinary share they hold and (ii) Delhaize ADS holders will receive, at their election, a specified amount of dissenting Ahold ADSs or a specified amount of Ahold ordinary shares, shall be entitled to receivein each case calculated based on the exchange ratio, for each share of Xxxxxxx Common Stock, a number of shares of Era Common Stock equal to the Aggregate Merger Consideration divided by the number of Ahold ordinary shares underlying each Ahold ADS and the number of Xxxxxxx Common Stock outstanding immediately Delhaize ordinary shares underlying each Delhaize ADS. The exchange ratio (which implied a value of approximately €90.06 per Delhaize ordinary share based upon the €18.96 closing price per Ahold ordinary share on June 23, 2015) and per ADS merger consideration will not be adjusted for changes in the market prices of Ahold ordinary shares, Ahold ADSs, Delhaize ordinary shares or Delhaize ADSs between the date of the merger agreement and the closing date. Accordingly, the value of Ahold ordinary shares or Ahold ADSs that Delhaize shareholders or Delhaize ADS holders will receive in the merger will depend upon the market prices of Ahold ordinary shares and Ahold ADSs on the closing date. As a result, changes in the prices of Ahold ordinary shares or Ahold ADSs prior to the Merger (including any shares issued as a result of the Preferred Stock Conversion, any shares underlying Xxxxxxx options or restricted stock units and certain shares of Xxxxxxx Common Stock held in reserve), plus the cash value of any fractional shares of Era Common Stock that would otherwise be payable, as described under ‘‘The Merger—Terms of the Merger’’). Any change in the market price of Era Common Stock prior to completion of the Merger closing date will affect the value of any Ahold ordinary shares of Era Common Stock Xxxxxxx stockholders or Ahold ADSs that Delhaize shareholders or Delhaize ADS holders will receive as consideration in the Mergermerger on the closing date. The market price prices of Era Common Stock has fluctuated significantly Ahold ordinary shares, Ahold ADSs, Delhaize ordinary shares and Delhaize ADSs and, as a result, the value of Ahold ordinary shares or Ahold ADSs that Delhaize shareholders and Delhaize ADS holders will receive in the merger have been fluctuating since the signing date of the Merger Agreement due to the COVID-19 pandemic merger agreement and a decrease in oil and natural gas prices since the execution of the Merger Agreement and may will continue to fluctuate as through the closing date. For example, based on the range of closing prices of Ahold ordinary shares during the period from May 11, 2015, the last full trading day before the publication of press reports regarding a result potential business combination transaction between Ahold and Delhaize, through January 19, 2016, the last practicable trading day prior to the date of this prospectus, the exchange ratio represented a variety value ranging from a high of factors, including general €98.21 to a low of €77.24 for each Delhaize ordinary share. The actual market value of the Ahold ordinary shares that Delhaize shareholders and economic conditions over Delhaize ADS holders will receive upon the past month, changes in Era’s or Xxxxxxx’x respective businesses, operations and prospects, and regulatory considerations. Many consummation of these factors are the merger may be outside Era’s or Xxxxxxx’x controlthis range. Accordingly, at the time of the Xxxxxxx Consent DeadlineDelhaize EGM, Xxxxxxx stockholders Delhaize shareholders and Delhaize ADS holders will not know or know, nor will they be able to calculate determine, the market price value of Era Common Stock Ahold ordinary shares or Ahold ADSs that they will receive upon completion of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities during the pendency of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities and obligates Era and Xxxxxxx to generally operate their businesses in the ordinary course in all material respects during the pendency of the Merger absent Era’s or Xxxxxxx’x prior written consent, as applicable. These restrictions could prevent Era and Xxxxxxx from pursuing attractive business opportunities or responding effectively to competitive pressures and industry developments that arise prior to the consummation of the Merger merger. For this reason, the market prices of Ahold ordinary shares, Ahold ADSs, Delhaize ordinary shares or termination Delhaize ADSs on the date of the Merger Agreement and are outside the ordinary course of business. In particular, the Merger Agreement restricts each of Era and Xxxxxxx from making certain acquisitions and dispositions without the prior written consent Delhaize EGM may not be indicative of the other partyvalue of Ahold ordinary shares or Ahold ADSs that Delhaize shareholders and Delhaize ADS holders will receive upon the consummation of the merger. If Era The business relationships of Ahold, Delhaize or Xxxxxxx is unable their respective subsidiaries may be subject to take actions it believes are beneficialdisruptions due to uncertainty associated with the merger, such restrictions which could have an adverse effect on Era’s and/or Xxxxxxx’x businessthe operating results, cash flows and financial condition position of Ahold, Delhaize and, following the consummation of the merger, the combined company. Parties with which Xxxxx, Delhaize or their respective subsidiaries do business may experience uncertainty associated with the merger and results of operationsrelated transactions, including with respect to current or future business relationships with Xxxxx, Delhaize, their respective subsidiaries or the combined company. The Merger Agreement contains provisions that limit Era’s business relationships of Ahold, Delhaize or their respective subsidiaries may be subject to disruption as customers, suppliers and Xxxxxxx’x ability other persons with whom Xxxxx, Delhaize or their respective subsidiaries have a business relationship may delay or defer certain business decisions or might decide to pursue alternatives seek to the Mergerterminate, which could discourage a potential competing acquiror of Era change or Xxxxxxx from making a favorable alternative transaction proposal andrenegotiate their relationships with Xxxxx, in specified circumstances, could require Era Delhaize or Xxxxxxx to pay a termination fee. The Merger Agreement contains certain provisions that restrict Era’s and Xxxxxxx’x ability to solicit, initiate, facilitate or encourage any inquiries regarding, or the making of any proposal or offer that constitutes, a competing proposal, engage, continue or otherwise participate in any discussions or negotiations regarding, or furnish any non-public information to any person that has made or is, to the knowledge of Era or Xxxxxxxtheir respective subsidiaries, as applicable, considering making or consider entering into business relationships with parties other than Ahold, Delhaize, their respective subsidiaries or the combined company. Under Dutch law, for a competing proposalperiod of six months after the effective time, subject contracting parties of Ahold may request a district court (rechtbank) to customary exceptions and limitationsterminate (ontbinden) or amend (wijzigen) an agreement with Ahold if such agreement, as a consequence of the merger, can no longer reasonably be enforced in the same manner as prior to the merger. In addition, Era and Xxxxxxx generally have an opportunity under Belgian law, during the two months after the publication in the annex to offer to modify the terms Belgian State Gazette (Bijlage bij het Belgisch Staatsblad/Annexes du Moniteur belge) of the Merger Agreement in response to any thirdnotarial deeds of cross-party alternative transaction proposal before the Era Board or Xxxxxxx Board may change, qualify, withhold, withdraw or modify its recommendation that Era’s or Xxxxxxx’x stockholders, as applicable, approve the Merger. Further, even if the Era Board or the Xxxxxxx Board changes, qualifies, withholds, withdraws or modifies its recommendation, unless the Merger Agreement is terminated in accordance with its terms, Era or Xxxxxxx, as applicable, will still be required to submit the border merger proposal to the vote of its stockholders. Upon termination of the Merger Agreement in certain circumstances relating to changes in the recommendation of the Era Board or Xxxxxxx Board in favor of the Merger or entry by Era or Xxxxxxx into an alternative transaction within 12 months of termination of the Merger Agreement, Era or Xxxxxxx will be required to pay a termination fee of $9.0 million, as applicable. These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Era or Xxxxxxx or pursuing an alternative transaction with Era or Xxxxxxx from considering or proposing such a transaction or might result in a potential third-party acquiror or merger partner proposing to pay a lower price to the stockholders of Era or Xxxxxxx than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances. If the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on Era’s and Xxxxxxx’x financial condition, stock price, results of operations, assets or business. Combining Era and Xxxxxxx may be more difficult, costly or time-consuming than currently expected, and Era and Xxxxxxx may fail to realize the anticipated benefits and cost savings of the Merger. Era and Xxxxxxx have operated and, until the completion of the Merger, will continue to operate, independently. The success of the Merger, including anticipated benefits and cost savings, will depend, in part, on Era’s and Xxxxxxx’x ability to successfully combine and integrate their businesses in a manner that does not materially disrupt existing customer relationships or result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect Era’s and/or Xxxxxxx’x ability to maintain relationships with customers and employees. The success of the Combined Company following the Merger may depend, in part, on the ability of Era and Xxxxxxx to integrate their two businesses, business models and cultures. If Era and Xxxxxxx experience difficulties in the integration process, including those listed above, they may fail to realize the anticipated benefits of the Merger in a timely manner or at all. The Combined Company’s business or results of operations or the value of its common stock may be materially and adversely affected as a result. Era and Xxxxxxx also expect to incur material one-time costs to achieve synergies and may fail to realize such estimated synergies. While Era and Xxxxxxx believe these synergies are achievable, their ability to achieve such estimated synergies in the amounts and time frame expected is subject to various assumptions by their management teams based on expectations that are subject to a number of risks, which may or may not be realized, the incurrence of other costs in Era and Xxxxxxx’x operations that may offset all or a portion of such synergies and other factors outside their control. As a consequence, Era and Xxxxxxx may not be able to realize all of these synergies within the time frame expected or at all. Era and Xxxxxxx may incur additional and/or unexpected costs to realize these synergies. In addition, if Era and Xxxxxxx fail to achieve the anticipated cost benefits in a timely manner, Era and Xxxxxxx may be unable realize all the anticipated synergies. Failure to achieve the expected synergies could significantly reduce the expected benefits associated with the Merger and adversely affect the Combined Company’s business, financial condition and results of operations. The completion of the Merger is subject to several conditions. There can be no assurances when or if the Merger will be completed. While Era and Xxxxxxx expect to complete the Merger in the middle of 2020, there can be no assurances as to the exact timing of completion of the Merger, or that the Merger will be completed at all. The completion of the Merger is subject to numerous conditions, including, among others, (i) receipt of requisite approvals of Era’s and Xxxxxxx’x stockholders and the filing of the Era Charter Amendment No. 1, (ii) the expiration of any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the ‘‘HSR Act’’) or any other antitrust laws, and there not being in effect any voluntary agreement with any antitrust authority under which Era and Xxxxxxx have agreed not to consummate the Merger, (iii) the absence of any governmental order or law prohibiting establishing the consummation of the Mergermerger, (iv) creditors of Delhaize and creditors of Ahold may request security interests to any of their claims that existed prior to the effectiveness publication of the registration statement for the shares of Era Common Stock to be issued in the Merger and the authorization for listing of those shares on the NYSE, (v) the accuracy notarial deeds. All of the other party’s representations and warranties, subject to customary materiality standards, (vi) compliance of the other party with its respective covenants under the Merger Agreement in all material respects, and (vii) other customary closing conditions. If such conditions are not satisfied, the Merger will not be consummated unless such conditions are validly waived. Such conditions may jeopardize or delay consummation of the Merger or may reduce the anticipated benefits of the Merger. Further, no assurance can be given that the required approvals will be obtained or that the conditions to closing will be satisfied. Even if all such approvals are obtained, no assurance can be given as to the terms, conditions and timing of such approvals or that they will satisfy the terms of the Merger Agreement. If the Merger is not consummated by October 23, 2020 (as may be extended to a date no later than January 23, 2021 upon satisfaction of certain conditions to extension set forth in the Merger Agreement), either Era or Xxxxxxx may terminate the Merger Agreement. The Merger is subject to the requirements of the HSR Act, and regulatory authorities may impose conditions that events described above could have an adverse effect on Erathe operating results, Xxxxxxx and/or the Combined Company or that could delaycash flows and financial position of Ahold, prevent or increase the costs associated with completion of the Merger. The Merger may not be consummated until notifications under the HSR Act are submitted to the Antitrust Division of the Department of Justice (the ‘‘DOJ’’) and the Federal Trade Commission (the ‘‘FTC’’) and the required waiting period has expired or been terminated. Era and Xxxxxxx submitted their respective Notification and Report forms under the HSR Act on February 6Delhaize or, 2020. On March 9, 2020, Era withdrew its Notification and Report form, and on March 11, 2020, Era refiled an updated Notification and Report form, thereby commencing a new thirty day waiting period, which expired on April 10, 2020 without any extension or further action by the U.S. antitrust agencies. In addition, private parties who may be adversely affected by the Merger and individual states may bring legal action under the antitrust laws in certain circumstances. Although Xxxxxxx and Era believe following the consummation of the Merger will not likely be prohibited under merger, the antitrust laws, there can be no assurance that a challenge combined company including an adverse effect on the combined company’s ability to realize the Merger on antitrust grounds will not be made and, if a challenge is made, what the result will be. Under the Merger Agreement, Era expected synergies and Xxxxxxx have agreed to use their reasonable best efforts to avoid or eliminate each and every impediment to consummation other benefits of the transaction under any applicable law that may be asserted by any governmental entity and to obtain all regulatory clearances or observe all regulatory review periods necessary to consummate the Merger and the transactions contemplated by the Merger Agreement as soon as commercially practicable so as to enable the closing to occur as soon as reasonably possible (and in any event, not later than the End Date)merger. In addition, in order to consummate the Merger, Era and Xxxxxxx may be required to comply with conditions, terms, obligations or restrictions imposed by governmental entities under any antitrust law, including divestituresThe risk, and such conditionsadverse effect, terms, obligations or restrictions may have the effect of delaying consummation of the Merger, imposing additional material costs on or materially limiting the revenue of the Combined Company after any disruption could be exacerbated by a delay in the consummation of the Merger, merger or otherwise reducing the anticipated benefits to the Combined Company termination of the Merger. Such conditions, terms, obligations or restrictions may result in the delay or abandonment of the Merger. Notwithstanding any of the foregoing, Era and Xxxxxxx will not be obligated to negotiate, commit to or effect any action that would result in the sale, divestiture, disposal, holding separate, or other disposition of assets, contracts, businesses or product lines of Era and Xxxxxxx, or their respective subsidiaries generating, in the aggregate, Revenues (as defined below) in an aggregate amount in excess of $10.0 million. ‘‘Revenues’’ as used in the immediately preceding sentence means, with respect to any asset, contract, business or product line, gross revenues associated therewith for the twelve months ended December 31, 2019merger agreement.

RISK FACTORS. In addition to the other information contained in included or incorporated by reference into this joint proxy and consent solicitation statement/proxy statement/prospectus, including the matters addressed under the heading ‘‘in “Cautionary Statement Regarding Forward-Looking Statements,’’ ” you should carefully consider the following risk factors in risks before deciding how to vote on your shares of CEIX Common Stock or whether to sign and deliver the written consent or withhold consent relating to the proposals presented in this joint proxy your CCR Common Units. In addition, you should read and consent solicitation statement/prospectus. You should also consider the other information in, and the other documents incorporated by reference into, this joint proxy and consent solicitation statement/prospectus, including in particular the risk factors risks associated with Era’s business contained under each of the heading ‘‘Risk Factors’’ businesses of CEIX and CCR, because these risks may also affect the combined company. A description of the material risks can be found in EraPart I, Item 1A of CEIX’s Annual Report on Form 10-K for the fiscal year ended December 31, 20192019 and Part II, Item 1A of CEIX’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2020, June 30, 2020 and September 30, 2020 and in Part I, Item 1A of CCR’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and Part II, Item 1A of CCR’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2020, June 30, 2020 and September 30, 2020, each of which are filed with the SEC and incorporated by reference into this consent solicitation statement/proxy statement/prospectus. See ‘‘“Where You Can Find More Information’’. .” Risks Related to the Merger Because the Exchange Ratio is fixed and because the market price of Era CEIX Common Stock will fluctuatefluctuate prior to the completion of the Merger, Xxxxxxx stockholders CCR Public Unitholders cannot be certain sure of the market value of the Per Share Merger Consideration they will receive. Upon completion of the Merger, each holder of Xxxxxxx Common Stock, other than holders of dissenting shares, shall be entitled to receive, for each share of Xxxxxxx Common Stock, a number of shares of Era Common Stock equal to the Aggregate Merger Consideration divided by the number of shares of Xxxxxxx Common Stock outstanding immediately prior to the Merger (including any shares issued as a result of the Preferred Stock Conversion, any shares underlying Xxxxxxx options or restricted stock units and certain shares of Xxxxxxx Common Stock held in reserve), plus the cash value of any fractional shares of Era Common Stock that would otherwise be payable, as described under ‘‘The Merger—Terms of the Merger’’). Any change in the market price of Era Common Stock prior to completion of the Merger will affect the value of any shares of Era Common Stock Xxxxxxx stockholders receive as consideration in the Merger. The market price of Era Common Stock has fluctuated significantly since the signing of the Merger Agreement due to the COVID-19 pandemic and a decrease in oil and natural gas prices since the execution of the Merger Agreement and may continue to fluctuate as a result of a variety of factors, including general market and economic conditions over the past month, changes in Era’s or Xxxxxxx’x respective businesses, operations and prospects, and regulatory considerations. Many of these factors are outside Era’s or Xxxxxxx’x control. Accordingly, at the time of the Xxxxxxx Consent Deadline, Xxxxxxx stockholders will not know or be able to calculate the market price of Era CEIX Common Stock that they will receive upon completion as Merger Consideration relative to the value of the CCR Common Units that they will exchange in connection with the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities during the pendency market value of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities and obligates Era and Xxxxxxx to generally operate their businesses consideration that CCR Unitholders will receive in the ordinary course Merger will depend on the trading price of CEIX Common Stock at the Closing. Subject to any applicable withholding tax, the Exchange Ratio that determines the number of shares of CEIX Common Stock that CCR Public Unitholders will receive in all material respects during the pendency of the Merger absent Era’s or Xxxxxxx’x prior written consent, as applicableis fixed at 0.73 shares of CEIX Common Stock for each CCR Common Unit they own. These restrictions could prevent Era and Xxxxxxx from pursuing attractive business opportunities or responding effectively to competitive pressures and industry developments This means that arise prior to the consummation of the Merger or termination of there is no mechanism contained in the Merger Agreement and that would adjust the number of shares of CEIX Common Stock that CCR Public Unitholders will receive based on any decreases or increases in the trading price of CEIX Common Stock. Changes in per share or per unit price may result from a variety of factors (many of which are outside the ordinary course of business. In particular, the Merger Agreement restricts each of Era and Xxxxxxx from making certain acquisitions and dispositions without the prior written consent of the other party. If Era or Xxxxxxx is unable to take actions it believes are beneficial, such restrictions could have an adverse effect on Era’s and/or Xxxxxxx’x business, financial condition and results of operations. The Merger Agreement contains provisions that limit Erabeyond CEIX’s and Xxxxxxx’x ability to pursue alternatives to the MergerCCR’s control), which could discourage a potential competing acquiror of Era or Xxxxxxx from making a favorable alternative transaction proposal and, including: • changes in specified circumstances, could require Era or Xxxxxxx to pay a termination fee. The Merger Agreement contains certain provisions that restrict Era’s and Xxxxxxx’x ability to solicit, initiate, facilitate or encourage any inquiries regarding, or the making of any proposal or offer that constitutes, a competing proposal, engage, continue or otherwise participate in any discussions or negotiations regarding, or furnish any non-public information to any person that has made or is, to the knowledge of Era or Xxxxxxx, as applicable, considering making a competing proposal, subject to customary exceptions and limitations. In addition, Era and Xxxxxxx generally have an opportunity to offer to modify the terms of the Merger Agreement in response to any third-party alternative transaction proposal before the Era Board or Xxxxxxx Board may change, qualify, withhold, withdraw or modify its recommendation that EraCEIX’s or Xxxxxxx’x stockholders, as applicable, approve the Merger. Further, even if the Era Board or the Xxxxxxx Board changes, qualifies, withholds, withdraws or modifies its recommendation, unless the Merger Agreement is terminated in accordance with its terms, Era or Xxxxxxx, as applicable, will still be required to submit the merger proposal to the vote of its stockholders. Upon termination of the Merger Agreement in certain circumstances relating to changes in the recommendation of the Era Board or Xxxxxxx Board in favor of the Merger or entry by Era or Xxxxxxx into an alternative transaction within 12 months of termination of the Merger Agreement, Era or Xxxxxxx will be required to pay a termination fee of $9.0 million, as applicable. These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Era or Xxxxxxx or pursuing an alternative transaction with Era or Xxxxxxx from considering or proposing such a transaction or might result in a potential third-party acquiror or merger partner proposing to pay a lower price to the stockholders of Era or Xxxxxxx than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances. If the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on Era’s and Xxxxxxx’x financial condition, stock price, results of operations, assets or business. Combining Era and Xxxxxxx may be more difficult, costly or time-consuming than currently expected, and Era and Xxxxxxx may fail to realize the anticipated benefits and cost savings of the Merger. Era and Xxxxxxx have operated and, until the completion of the Merger, will continue to operate, independently. The success of the Merger, including anticipated benefits and cost savings, will depend, in part, on Era’s and Xxxxxxx’x ability to successfully combine and integrate their businesses in a manner that does not materially disrupt existing customer relationships or result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect Era’s and/or Xxxxxxx’x ability to maintain relationships with customers and employees. The success of the Combined Company following the Merger may depend, in part, on the ability of Era and Xxxxxxx to integrate their two businesses, business models and cultures. If Era and Xxxxxxx experience difficulties in the integration process, including those listed above, they may fail to realize the anticipated benefits of the Merger in a timely manner or at all. The Combined Company’s business or results of operations or the value of its common stock may be materially and adversely affected as a result. Era and Xxxxxxx also expect to incur material one-time costs to achieve synergies and may fail to realize such estimated synergies. While Era and Xxxxxxx believe these synergies are achievable, their ability to achieve such estimated synergies in the amounts and time frame expected is subject to various assumptions by their management teams based on expectations that are subject to a number of risks, which may or may not be realized, the incurrence of other costs in Era and Xxxxxxx’x operations that may offset all or a portion of such synergies and other factors outside their control. As a consequence, Era and Xxxxxxx may not be able to realize all of these synergies within the time frame expected or at all. Era and Xxxxxxx may incur additional and/or unexpected costs to realize these synergies. In addition, if Era and Xxxxxxx fail to achieve the anticipated cost benefits in a timely manner, Era and Xxxxxxx may be unable realize all the anticipated synergies. Failure to achieve the expected synergies could significantly reduce the expected benefits associated with the Merger and adversely affect the Combined CompanyCCR’s business, financial condition operations and results prospects; • changes in market assessments of operations. The completion CEIX’s or CCR’s business, operations and prospects; • changes in market assessments of the Merger is subject to several conditions. There can be no assurances when or if likelihood that the Merger will be completed. While Era ; • changes in interest rates, commodity prices, general market, industry and Xxxxxxx expect to complete economic conditions and other factors generally affecting the Merger price of CEIX Common Stock or CCR Common Units; and • federal, state and local legislation, governmental regulation and legal developments in the middle businesses in which CEIX and CCR operate. If the price of 2020, there can be no assurances as to CEIX Common Stock at the exact timing Closing is less than the price of completion of CEIX Common Stock on the Merger, or date that the Merger will be completed at all. The completion Agreement was signed, then the market value of the Merger is subject to numerous conditions, including, among others, (i) receipt of requisite approvals of Era’s and Xxxxxxx’x stockholders and Consideration will be less than contemplated at the filing of the Era Charter Amendment No. 1, (ii) the expiration of any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the ‘‘HSR Act’’) or any other antitrust laws, and there not being in effect any voluntary agreement with any antitrust authority under which Era and Xxxxxxx have agreed not to consummate the Merger, (iii) the absence of any governmental order or law prohibiting the consummation of the Merger, (iv) the effectiveness of the registration statement for the shares of Era Common Stock to be issued in the Merger and the authorization for listing of those shares on the NYSE, (v) the accuracy of the other party’s representations and warranties, subject to customary materiality standards, (vi) compliance of the other party with its respective covenants under time the Merger Agreement in all material respects, and (vii) other customary closing conditions. If such conditions are not satisfied, the Merger will not be consummated unless such conditions are validly waived. Such conditions may jeopardize or delay consummation of the Merger or may reduce the anticipated benefits of the Merger. Further, no assurance can be given that the required approvals will be obtained or that the conditions to closing will be satisfied. Even if all such approvals are obtained, no assurance can be given as to the terms, conditions and timing of such approvals or that they will satisfy the terms of the Merger Agreement. If the Merger is not consummated by October 23, 2020 (as may be extended to a date no later than January 23, 2021 upon satisfaction of certain conditions to extension set forth in the Merger Agreement), either Era or Xxxxxxx may terminate the Merger Agreement. The Merger is subject to the requirements of the HSR Act, and regulatory authorities may impose conditions that could have an adverse effect on Era, Xxxxxxx and/or the Combined Company or that could delay, prevent or increase the costs associated with completion of the Merger. The Merger may not be consummated until notifications under the HSR Act are submitted to the Antitrust Division of the Department of Justice (the ‘‘DOJ’’) and the Federal Trade Commission (the ‘‘FTC’’) and the required waiting period has expired or been terminated. Era and Xxxxxxx submitted their respective Notification and Report forms under the HSR Act on February 6, 2020. On March 9, 2020, Era withdrew its Notification and Report form, and on March 11, 2020, Era refiled an updated Notification and Report form, thereby commencing a new thirty day waiting period, which expired on April 10, 2020 without any extension or further action by the U.S. antitrust agencies. In addition, private parties who may be adversely affected by the Merger and individual states may bring legal action under the antitrust laws in certain circumstances. Although Xxxxxxx and Era believe the consummation of the Merger will not likely be prohibited under the antitrust laws, there can be no assurance that a challenge to the Merger on antitrust grounds will not be made and, if a challenge is made, what the result will be. Under the Merger Agreement, Era and Xxxxxxx have agreed to use their reasonable best efforts to avoid or eliminate each and every impediment to consummation of the transaction under any applicable law that may be asserted by any governmental entity and to obtain all regulatory clearances or observe all regulatory review periods necessary to consummate the Merger and the transactions contemplated by the Merger Agreement as soon as commercially practicable so as to enable the closing to occur as soon as reasonably possible (and in any event, not later than the End Date). In addition, in order to consummate the Merger, Era and Xxxxxxx may be required to comply with conditions, terms, obligations or restrictions imposed by governmental entities under any antitrust law, including divestitures, and such conditions, terms, obligations or restrictions may have the effect of delaying consummation of the Merger, imposing additional material costs on or materially limiting the revenue of the Combined Company after the consummation of the Merger, or otherwise reducing the anticipated benefits to the Combined Company of the Merger. Such conditions, terms, obligations or restrictions may result in the delay or abandonment of the Merger. Notwithstanding any of the foregoing, Era and Xxxxxxx will not be obligated to negotiate, commit to or effect any action that would result in the sale, divestiture, disposal, holding separate, or other disposition of assets, contracts, businesses or product lines of Era and Xxxxxxx, or their respective subsidiaries generating, in the aggregate, Revenues (as defined below) in an aggregate amount in excess of $10.0 million. ‘‘Revenues’’ as used in the immediately preceding sentence means, with respect to any asset, contract, business or product line, gross revenues associated therewith for the twelve months ended December 31, 2019was signed.

RISK FACTORS. In addition to the other information contained in or incorporated by reference into this joint proxy and consent solicitation statement/prospectus, including the matters addressed under the heading caption entitled ‘‘Cautionary Statement Regarding Forward-Looking Statements,’’ you Helix stockholders should carefully consider the following risk factors in deciding how whether to vote on or whether to consent or withhold consent to for approval of the proposals presented in this joint proxy and consent solicitation statement/prospectusmerger proposal. You should also consider Please see the other information in, and the other documents incorporated by reference into, this joint proxy and consent solicitation statement/prospectus, including in particular the risk factors associated with Era’s business contained under the heading ‘‘Risk Factors’’ in Era’s Annual Report on Form 10-K for the year ended December 31, 2019. See sections entitled ‘‘Where You Can Find More Information’’’’ beginning on page 188. Risks Related to the Merger Business Combination MOR members and Helix stockholders cannot be sure of the value of the transaction consideration they will receive. MOR members and Helix stockholders will receive a fixed number of shares of Forian common stock in the MOR contribution and the Helix merger, respectively, rather than a number of shares of Forian common stock with a particular fixed market value. The market values of interests in MOR and Helix common stock at the effective time may vary significantly from their prices on the date hereof or the date on which MOR members agree to the contribution transaction and Helix stockholders vote on the merger proposal, respectively. Because the respective MOR and Helix exchange ratios are fixed and will not be adjusted to reflect any changes in the market price of Era Common Stock will fluctuateHelix common stock, Xxxxxxx stockholders cannot be certain of the market value of the Per Share Merger Consideration they will receiveForian common stock issued in the MOR contribution or the Helix merger, as applicable, and the MOR interests and Helix common stock surrendered in the MOR contribution and the Helix merger, respectively, may be higher or lower than the market values of these securities on earlier dates. Upon completion All of the Merger, each holder of Xxxxxxx Common Stock, other than holders of dissenting shares, shall consideration to be entitled to receive, for each share of Xxxxxxx Common Stock, a number of shares of Era Common Stock equal to the Aggregate Merger Consideration divided received by the number of shares of Xxxxxxx Common Stock outstanding immediately prior to the Merger (including any shares issued as a result of the Preferred Stock Conversion, any shares underlying Xxxxxxx options or restricted stock units MOR members and certain shares of Xxxxxxx Common Stock held in reserve), plus the cash value of any fractional shares of Era Common Stock that would otherwise Helix stockholders will be payable, as described under ‘‘The Merger—Terms of the Merger’’)Forian common stock. Any change in the market price of Era Common Stock prior to completion of the Merger will affect the value of any shares of Era Common Stock Xxxxxxx stockholders receive as consideration in the Merger. The market price of Era Common Stock has fluctuated significantly since the signing of the Merger Agreement due to the COVID-19 pandemic and a decrease in oil and natural gas prices since the execution of the Merger Agreement and may continue to fluctuate as a result of a variety of factors, including general market and economic conditions over the past month, changes in Era’s or Xxxxxxx’x respective businesses, operations and prospects, and regulatory considerations. Many of these factors are outside Era’s or Xxxxxxx’x control. Accordingly, at At the time of the Xxxxxxx Consent DeadlineMOR contribution and the Helix special meeting, Xxxxxxx MOR members and Helix stockholders will not know or be able to calculate determine the market price value of Era Common Stock that the Forian common stock they will may receive upon completion of the Mergertransactions. The Merger Agreement subjects Era Changes in the value of MOR interests or the market price of Helix common stock may result from a variety of factors that are beyond the control of MOR or Helix, including changes in their respective businesses, operations and Xxxxxxx to restrictions on their business activities during the pendency prospects, regulatory considerations, governmental actions, and legal proceedings and other developments. Market assessments of the Mergerbenefits of the business combination, the likelihood that the business combination will be completed and general and industry-specific market and economic conditions may also have an effect on the value of the MOR interests and the market price of Helix common stock. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities and obligates Era and Xxxxxxx to generally operate their businesses Changes in the ordinary course in all material respects during the pendency value of the Merger absent Era’s or Xxxxxxx’x prior written consent, as applicable. These restrictions could prevent Era MOR interests and Xxxxxxx from pursuing attractive business opportunities or responding effectively to competitive pressures in the market prices of Helix common stock may also be caused by developments affecting industry-specific and industry developments that arise general economic and market conditions and may have an adverse effect prior to the consummation of the Merger or termination business combination. Neither MOR nor Helix is permitted to terminate their respective agreements solely because of changes in the value of either party’s securities. In addition, the values of the Merger Agreement MOR interests and Helix common stock may vary significantly until the contribution and merger are outside completed of the ordinary course transactions. You are urged to obtain up-to-date market prices for Helix common stock. There is no assurance that the business combination will be completed, that there will not be a delay in the completion of businessthe business combination, or that all or any of the anticipated benefits of the business combination will be obtained. In particularThe market price for Forian common stock may be affected by factors different from those that historically have affected the business of MOR and Helix. Upon completion of the business combination, holders of interests in MOR and shares of Helix common stock will become holders of shares of Forian common stock. MOR and Helix each have businesses that differ from each other. Accordingly, the Merger Agreement restricts results of operations of Forian will be affected by some factors that are different from those currently affecting the results of operations of each of Era MOR and Xxxxxxx from making certain acquisitions and dispositions without the prior written consent Helix. Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or that cannot be met. Consummation of the merger is conditioned upon, among other things, certain regulatory approvals of the transfer of certain interests of Helix to a third party. If Era or Xxxxxxx is unable to take actions it believes are beneficialA delay in the completion of the merger may reduce the anticipated benefits of the merger, such restrictions which could also have an a material adverse effect on Erathe combined company’s and/or Xxxxxxx’x businessbusiness and cash flows, financial condition and results of operations. The Merger Agreement contains provisions that limit Era’s and Xxxxxxx’x ability to pursue alternatives MOR or Helix may waive one or more of the closing conditions applicable to the Merger, which could discourage a potential competing acquiror of Era MOR contribution or Xxxxxxx from making a favorable alternative transaction proposal andthe Helix merger. MOR or Helix may determine to waive, in specified circumstanceswhole or in part, could require Era one or Xxxxxxx more of the conditions to pay a termination feeits obligations to consummate the business combination. The Merger Agreement contains certain provisions that restrict Era’s and Xxxxxxx’x ability MOR or Helix currently expect to solicit, initiate, facilitate or encourage any inquiries regarding, or evaluate the making materiality of any proposal waiver and its effect on MOR members or offer that constitutes, a competing proposal, engage, continue or otherwise participate in any discussions or negotiations regarding, or furnish any non-public information to any person that has made or is, to the knowledge of Era or Xxxxxxx, as applicable, considering making a competing proposal, subject to customary exceptions and limitations. In addition, Era and Xxxxxxx generally have an opportunity to offer to modify the terms of the Merger Agreement in response to any third-party alternative transaction proposal before the Era Board or Xxxxxxx Board may change, qualify, withhold, withdraw or modify its recommendation that Era’s or Xxxxxxx’x Helix stockholders, as applicable, approve in light of the Mergerfacts and circumstances at the time. Further, even if the Era Board or the Xxxxxxx Board changes, qualifies, withholds, withdraws or modifies its recommendation, unless the Merger Agreement is The merger agreement may be terminated in accordance with its terms, Era or Xxxxxxx, as applicable, will still be required to submit terms and the merger proposal to the vote of its stockholders. Upon termination of the Merger Agreement in certain circumstances relating to changes in the recommendation of the Era Board or Xxxxxxx Board in favor of the Merger or entry by Era or Xxxxxxx into an alternative transaction within 12 months of termination of the Merger Agreement, Era or Xxxxxxx will be required to pay a termination fee of $9.0 million, as applicable. These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Era or Xxxxxxx or pursuing an alternative transaction with Era or Xxxxxxx from considering or proposing such a transaction or might result in a potential third-party acquiror or merger partner proposing to pay a lower price to the stockholders of Era or Xxxxxxx than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances. If the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on Era’s and Xxxxxxx’x financial condition, stock price, results of operations, assets or business. Combining Era and Xxxxxxx may be more difficult, costly or time-consuming than currently expected, and Era and Xxxxxxx may fail to realize the anticipated benefits and cost savings of the Merger. Era and Xxxxxxx have operated and, until the completion of the Merger, will continue to operate, independently. The success of the Merger, including anticipated benefits and cost savings, will depend, in part, on Era’s and Xxxxxxx’x ability to successfully combine and integrate their businesses in a manner that does not materially disrupt existing customer relationships or result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect Era’s and/or Xxxxxxx’x ability to maintain relationships with customers and employees. The success of the Combined Company following the Merger may depend, in part, on the ability of Era and Xxxxxxx to integrate their two businesses, business models and cultures. If Era and Xxxxxxx experience difficulties in the integration process, including those listed above, they may fail to realize the anticipated benefits of the Merger in a timely manner or at all. The Combined Company’s business or results of operations or the value of its common stock may be materially and adversely affected as a result. Era and Xxxxxxx also expect to incur material one-time costs to achieve synergies and may fail to realize such estimated synergies. While Era and Xxxxxxx believe these synergies are achievable, their ability to achieve such estimated synergies in the amounts and time frame expected is subject to various assumptions by their management teams based on expectations that are subject to a number of risks, which may or combination may not be realized, the incurrence of other costs in Era and Xxxxxxx’x operations that may offset all or a portion of such synergies and other factors outside their control. As a consequence, Era and Xxxxxxx may not be able to realize all of these synergies within the time frame expected or at all. Era and Xxxxxxx may incur additional and/or unexpected costs to realize these synergies. In addition, if Era and Xxxxxxx fail to achieve the anticipated cost benefits in a timely manner, Era and Xxxxxxx may be unable realize all the anticipated synergies. Failure to achieve the expected synergies could significantly reduce the expected benefits associated with the Merger and adversely affect the Combined Company’s business, financial condition and results of operationscompleted. The completion of the Merger is subject to several conditions. There can be no assurances when or if the Merger will be completed. While Era and Xxxxxxx expect to complete the Merger in the middle of 2020, there can be no assurances as to the exact timing of completion of the Merger, or that the Merger will be completed at all. The completion of the Merger is subject to numerous conditions, including, among others, (i) receipt of requisite approvals of Era’s and Xxxxxxx’x stockholders and the filing of the Era Charter Amendment No. 1, (ii) the expiration of any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the ‘‘HSR Act’’) or any other antitrust laws, and there not being in effect any voluntary agreement with any antitrust authority under which Era and Xxxxxxx have agreed not to consummate the Merger, (iii) the absence of any governmental order or law prohibiting the consummation of the Merger, (iv) the effectiveness of the registration statement for the shares of Era Common Stock to be issued in the Merger and the authorization for listing of those shares on the NYSE, (v) the accuracy of the other party’s representations and warranties, subject to customary materiality standards, (vi) compliance of the other party with its respective covenants under the Merger Agreement in all material respects, and (vii) other customary closing conditions. If such conditions are not satisfied, the Merger will not be consummated unless such conditions are validly waived. Such conditions may jeopardize or delay consummation of the Merger or may reduce the anticipated benefits of the Merger. Further, no assurance can be given that the required approvals will be obtained or that the conditions to closing will be satisfied. Even if all such approvals are obtained, no assurance can be given as to the terms, conditions and timing of such approvals or that they will satisfy the terms of the Merger Agreement. If the Merger is not consummated by October 23, 2020 (as may be extended to a date no later than January 23, 2021 upon satisfaction of certain conditions to extension set forth in the Merger Agreement), either Era or Xxxxxxx may terminate the Merger Agreement. The Merger business combination is subject to the requirements satisfaction or waiver of a number of conditions. Those conditions include: (i) the adoption of the HSR Act, and regulatory authorities may impose conditions that could have an adverse effect on Era, Xxxxxxx and/or merger agreement by the Combined Company or that could delay, prevent or increase the costs associated with completion affirmative vote of the Merger. The Merger may not be consummated until notifications under the HSR Act are submitted holders of a majority of all outstanding shares of Helix common and preferred stock entitled to the Antitrust Division of the Department of Justice (the ‘‘DOJ’’) and the Federal Trade Commission (the ‘‘FTC’’) and the required waiting period has expired or been terminated. Era and Xxxxxxx submitted their respective Notification and Report forms under the HSR Act on February 6, 2020. On March 9, 2020, Era withdrew its Notification and Report form, and on March 11, 2020, Era refiled an updated Notification and Report form, thereby commencing a new thirty day waiting period, which expired on April 10, 2020 without any extension or further action by the U.S. antitrust agencies. In addition, private parties who may be adversely affected by the Merger and individual states may bring legal action under the antitrust laws in certain circumstances. Although Xxxxxxx and Era believe the consummation of the Merger will not likely be prohibited under the antitrust laws, there can be no assurance that a challenge to the Merger on antitrust grounds will not be made and, if a challenge is made, what the result will be. Under the Merger Agreement, Era and Xxxxxxx have agreed to use their reasonable best efforts to avoid or eliminate each and every impediment to consummation of the transaction under any applicable law that may be asserted by any governmental entity and to obtain all regulatory clearances or observe all regulatory review periods necessary to consummate the Merger and the transactions contemplated by the Merger Agreement as soon as commercially practicable so as to enable the closing to occur as soon as reasonably possible (and in any event, not later than the End Date). In addition, in order to consummate the Merger, Era and Xxxxxxx may be required to comply with conditions, terms, obligations or restrictions imposed by governmental entities under any antitrust law, including divestitures, and such conditions, terms, obligations or restrictions may have the effect of delaying consummation of the Merger, imposing additional material costs on or materially limiting the revenue of the Combined Company after the consummation of the Merger, or otherwise reducing the anticipated benefits to the Combined Company of the Merger. Such conditions, terms, obligations or restrictions may result in the delay or abandonment of the Merger. Notwithstanding any of the foregoing, Era and Xxxxxxx will not be obligated to negotiate, commit to or effect any action that would result in the sale, divestiture, disposal, holding separate, or other disposition of assets, contracts, businesses or product lines of Era and Xxxxxxx, or their respective subsidiaries generating, in the aggregate, Revenues (as defined below) in an aggregate amount in excess of $10.0 million. ‘‘Revenues’’ as used in the immediately preceding sentence means, with respect to any asset, contract, business or product line, gross revenues associated therewith for the twelve months ended December 31, 2019.vote thereon;

RISK FACTORS. In addition to the other information contained in or incorporated by reference into this joint proxy and consent solicitation statement/prospectusherein, including the matters addressed under in the heading ‘‘section entitled “Cautionary Statement Regarding Forward-Looking Statements,’’ you ” beginning on page 15, investors should carefully consider the following risk factors in deciding how to vote on or whether to consent or withhold consent to the proposals presented in this joint proxy and consent solicitation statement/prospectusrisks. You Investors should also consider the other information in, and the other documents incorporated by reference into, in this joint proxy and consent solicitation statement/prospectus, including in particular the annexes, particularly the risk factors associated with Era’s business contained under the heading ‘‘Risk Factors’’ in EraET’s Annual Report on Form 10-K for the year ended December 31, 2019. 2020, which is attached to this prospectus as Annex C, and in ETO’s Annual Report on Form 10-K for the year ended December 31, 2020, which is attached to this prospectus as Annex D. See ‘‘the section entitled “Where You Can Find More Information’’” beginning on page 84. Risks Related Relating to the Merger Because the market price of Era Common Stock will fluctuate, Xxxxxxx stockholders cannot be certain of the market value of the Per Share Merger Consideration they will receive. Upon completion of the Merger, each holder of Xxxxxxx Common Stock, other than holders of dissenting shares, shall be entitled to receive, for each share of Xxxxxxx Common Stock, a number of shares of Era Common Stock equal to the Aggregate Merger Consideration divided by the number of shares of Xxxxxxx Common Stock outstanding immediately prior to the Merger (including any shares issued as a result of the Preferred Stock Conversion, any shares underlying Xxxxxxx options or restricted stock units and certain shares of Xxxxxxx Common Stock held in reserve), plus the cash value of any fractional shares of Era Common Stock that would otherwise be payable, as described under ‘‘The Merger—Terms of the Merger’’). Any change in the market price of Era Common Stock prior to completion of the Merger will affect the value of any shares of Era Common Stock Xxxxxxx stockholders receive as consideration in the Merger. The market price of Era Common Stock has fluctuated significantly since the signing of the Merger Agreement due to the COVID-19 pandemic and a decrease in oil and natural gas prices since the execution of the Merger Agreement and may continue to fluctuate as a result of a variety of factors, including general market and economic conditions over the past month, changes in Era’s or Xxxxxxx’x respective businesses, operations and prospects, and regulatory considerations. Many of these factors are outside Era’s or Xxxxxxx’x control. Accordingly, at the time of the Xxxxxxx Consent Deadline, Xxxxxxx stockholders will not know or be able to calculate the market price of Era Common Stock that they will receive upon completion of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities during the pendency of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities and obligates Era and Xxxxxxx to generally operate their businesses in the ordinary course in all material respects during the pendency of the Merger absent Era’s or Xxxxxxx’x prior written consent, as applicable. These restrictions could prevent Era and Xxxxxxx from pursuing attractive business opportunities or responding effectively to competitive pressures and industry developments that arise prior to the consummation of the Merger or termination of the Merger Agreement and are outside the ordinary course of business. In particular, the Merger Agreement restricts each of Era and Xxxxxxx from making certain acquisitions and dispositions without the prior written consent of the other party. If Era or Xxxxxxx is unable to take actions it believes are beneficial, such restrictions could have an adverse effect on Era’s and/or Xxxxxxx’x business, financial condition and results of operations. The Merger Agreement contains provisions that limit Era’s and Xxxxxxx’x ability to pursue alternatives to the Merger, which could discourage a potential competing acquiror of Era or Xxxxxxx from making a favorable alternative transaction proposal and, in specified circumstances, could require Era or Xxxxxxx to pay a termination fee. The Merger Agreement contains certain provisions that restrict Era’s and Xxxxxxx’x ability to solicit, initiate, facilitate or encourage any inquiries regarding, or the making of any proposal or offer that constitutes, a competing proposal, engage, continue or otherwise participate in any discussions or negotiations regarding, or furnish any non-public information to any person that has made or is, to the knowledge of Era or Xxxxxxx, as applicable, considering making a competing proposal, subject to customary exceptions and limitations. In addition, Era and Xxxxxxx generally have an opportunity to offer to modify the terms of the Merger Agreement in response to any third-party alternative transaction proposal before the Era Board or Xxxxxxx Board may change, qualify, withhold, withdraw or modify its recommendation that Era’s or Xxxxxxx’x stockholders, as applicable, approve the Merger. Further, even if the Era Board or the Xxxxxxx Board changes, qualifies, withholds, withdraws or modifies its recommendation, unless the Merger Agreement is be terminated in accordance with its terms, Era or Xxxxxxx, as applicable, will still be required to submit the merger proposal to the vote of its stockholders. Upon termination of the Merger Agreement in certain circumstances relating to changes in the recommendation of the Era Board or Xxxxxxx Board in favor of the Merger or entry by Era or Xxxxxxx into an alternative transaction within 12 months of termination of the Merger Agreement, Era or Xxxxxxx will be required to pay a termination fee of $9.0 million, as applicable. These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Era or Xxxxxxx or pursuing an alternative transaction with Era or Xxxxxxx from considering or proposing such a transaction or might result in a potential third-party acquiror or merger partner proposing to pay a lower price to the stockholders of Era or Xxxxxxx than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances. If the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on Era’s terms and Xxxxxxx’x financial condition, stock price, results of operations, assets or business. Combining Era and Xxxxxxx may be more difficult, costly or time-consuming than currently expected, and Era and Xxxxxxx may fail to realize the anticipated benefits and cost savings of the Merger. Era and Xxxxxxx have operated and, until the completion of the Merger, will continue to operate, independently. The success of the Merger, including anticipated benefits and cost savings, will depend, in part, on Era’s and Xxxxxxx’x ability to successfully combine and integrate their businesses in a manner that does not materially disrupt existing customer relationships or result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect Era’s and/or Xxxxxxx’x ability to maintain relationships with customers and employees. The success of the Combined Company following the Merger may depend, in part, on the ability of Era and Xxxxxxx to integrate their two businesses, business models and cultures. If Era and Xxxxxxx experience difficulties in the integration process, including those listed above, they may fail to realize the anticipated benefits of the Merger in a timely manner or at allnot be completed. The Combined Company’s business or results of operations or the value of its common stock may be materially and adversely affected as a result. Era and Xxxxxxx also expect to incur material one-time costs to achieve synergies and may fail to realize such estimated synergies. While Era and Xxxxxxx believe these synergies are achievable, their ability to achieve such estimated synergies in the amounts and time frame expected Merger Agreement is subject to various assumptions by their management teams based on expectations that are subject to a number of risks, which may conditions that must be satisfied or may not be realized, the incurrence of other costs waived in Era and Xxxxxxx’x operations that may offset all or a portion of such synergies and other factors outside their control. As a consequence, Era and Xxxxxxx may not be able to realize all of these synergies within the time frame expected or at all. Era and Xxxxxxx may incur additional and/or unexpected costs to realize these synergies. In addition, if Era and Xxxxxxx fail to achieve the anticipated cost benefits in a timely manner, Era and Xxxxxxx may be unable realize all the anticipated synergies. Failure to achieve the expected synergies could significantly reduce the expected benefits associated with the Merger and adversely affect the Combined Company’s business, financial condition and results of operations. The completion of the Merger is subject to several conditions. There can be no assurances when or if the Merger will be completed. While Era and Xxxxxxx expect order to complete the Merger in the middle of 2020, there can be no assurances as to the exact timing of completion of the Merger, or that the Merger will be completed at all. The completion of the Merger is subject to numerous conditions, includingThose conditions include, among others, (i) receipt : the accuracy of requisite approvals of Era’s representations and Xxxxxxx’x stockholders and the filing of the Era Charter Amendment No. 1, (ii) the expiration of any applicable waiting period warranties under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended Merger Agreement (subject to the ‘‘HSR Act’’) or any other antitrust laws, and there not being in effect any voluntary agreement with any antitrust authority under which Era and Xxxxxxx have agreed not to consummate the Merger, (iii) the absence of any governmental order or law prohibiting the consummation of the Merger, (iv) the effectiveness of the registration statement for the shares of Era Common Stock to be issued materiality standards set forth in the Merger Agreement) and the authorization for listing ET’s and ETO’s performance of those shares on the NYSE, (v) the accuracy of the other party’s representations and warranties, subject to customary materiality standards, (vi) compliance of the other party with its their respective covenants obligations under the Merger Agreement in all material respects. These conditions to the closing of the Merger may not be fulfilled in a timely manner or at all, and (vii) other customary closing conditions. If such conditions are not satisfiedand, accordingly, the Merger will may be delayed or may not be consummated unless such conditions are validly waivedcompleted. Such conditions In addition, ET and ETO may jeopardize or delay consummation of the Merger or may reduce the anticipated benefits of the Merger. Further, no assurance can be given that the required approvals will be obtained or that the conditions elect to closing will be satisfied. Even if all such approvals are obtained, no assurance can be given as to the terms, conditions and timing of such approvals or that they will satisfy the terms of the Merger Agreement. If the Merger is not consummated by October 23, 2020 (as may be extended to a date no later than January 23, 2021 upon satisfaction of certain conditions to extension set forth in the Merger Agreement), either Era or Xxxxxxx may terminate the Merger Agreement in certain other circumstances. See the section entitled “The Merger Agreement—Termination” beginning on page 22. ETO Preferred Unitholders will have different rights as ET Preferred Unitholders under the ET Partnership Agreement than they currently have as ETO Preferred Unitholders under the ETO Partnership Agreement. The Merger is subject to the requirements of the HSR Act, and regulatory authorities may impose conditions that could have an adverse effect on Era, Xxxxxxx and/or the Combined Company or that could delay, prevent or increase the costs associated with Upon completion of the Merger, ETO Preferred Unitholders will become ET Preferred Unitholders and their rights will be governed by the ET Partnership Agreement. The Merger may not be consummated until notifications Although the ET Preferred Units will have the same preferences, rights, powers and duties as the ETO Preferred Units for which they are exchanged, there are certain differences between the current rights of ETO Preferred Unitholders under the HSR Act are submitted to the Antitrust Division of the Department of Justice (the ‘‘DOJ’’) ETO Partnership Agreement and the Federal Trade Commission (rights to which they will be entitled to as ET Preferred Unitholders under the ‘‘FTC’’) ET Partnership Agreement. See the section entitled “Comparison of Preferred Unitholders’ Rights and Description of ET Preferred Units” beginning on page 38 for a comparison of unitholder rights under the ETO Partnership Agreement and the required waiting period has expired or been terminated. Era and Xxxxxxx submitted their respective Notification and Report forms under the HSR Act on February 6, 2020. On March 9, 2020, Era withdrew its Notification and Report form, and on March 11, 2020, Era refiled an updated Notification and Report form, thereby commencing a new thirty day waiting period, which expired on April 10, 2020 without any extension or further action by the U.S. antitrust agencies. In addition, private parties who may be adversely affected by the Merger and individual states may bring legal action under the antitrust laws in certain circumstances. Although Xxxxxxx and Era believe the consummation of the Merger will not likely be prohibited under the antitrust laws, there can be no assurance that a challenge to the Merger on antitrust grounds will not be made and, if a challenge is made, what the result will be. Under the Merger ET Partnership Agreement, Era and Xxxxxxx have agreed to use their reasonable best efforts to avoid or eliminate each and every impediment to consummation of the transaction under any applicable law that may be asserted by any governmental entity and to obtain all regulatory clearances or observe all regulatory review periods necessary to consummate the Merger and the transactions contemplated by the Merger Agreement as soon as commercially practicable so as to enable the closing to occur as soon as reasonably possible (and in any event, not later than the End Date). In addition, in order to consummate the Merger, Era and Xxxxxxx may be required to comply with conditions, terms, obligations or restrictions imposed by governmental entities under any antitrust law, including divestitures, and such conditions, terms, obligations or restrictions may have the effect of delaying consummation of the Merger, imposing additional material costs on or materially limiting the revenue of the Combined Company after the consummation of the Merger, or otherwise reducing the anticipated benefits to the Combined Company of the Merger. Such conditions, terms, obligations or restrictions may result in the delay or abandonment of the Merger. Notwithstanding any of the foregoing, Era and Xxxxxxx will not be obligated to negotiate, commit to or effect any action that would result in the sale, divestiture, disposal, holding separate, or other disposition of assets, contracts, businesses or product lines of Era and Xxxxxxx, or their respective subsidiaries generating, in the aggregate, Revenues (as defined below) in an aggregate amount in excess of $10.0 million. ‘‘Revenues’’ as used in the immediately preceding sentence means, with respect to any asset, contract, business or product line, gross revenues associated therewith for the twelve months ended December 31, 2019.

RISK FACTORS. In this Exhibit C – Risks Factors, we refer to RumbleOn, Inc. as the “Company,” “we,” “us,” and “our,” and similar words. Capitalized terms not defined herein have the meanings set forth in the Securities Purchase Agreement. In addition to the other information contained in or incorporated by reference into in this joint proxy and consent solicitation statement/prospectusExhibit, including the matters addressed under the heading ‘‘Cautionary Statement Regarding Forward-Looking Statements,’’ you should carefully consider the following risk factors in deciding how to vote on or whether to consent or withhold consent to the proposals presented in this joint proxy risks described below and consent solicitation statement/prospectus. You should also consider the other information in, and the other documents incorporated herein by reference into, this joint proxy and consent solicitation statement/prospectus, including in particular the risk factors associated with Era’s business contained under the heading ‘‘Risk Factors’’ in Era’s to our Annual Report on Form 10-K for the fiscal year ended December 31, 20192017, and our subsequent periodic reports, in evaluating our company and our business before making a decision to invest in our Class B Common Stock. See ‘‘Where You Can Find More Information’’Additional risks not presently known to us or that we currently deem immaterial could also materially and adversely affect our financial condition, results of operations, business and prospects. The trading price of our Class B Common Stock could decline due to any of these risks, and you may lose all or part of your investment. Risks Related to the Merger Because Proposed Acquisitions (the market price “Acquisitions”) of Era Common Stock will fluctuateWholesale Holdings, Xxxxxxx stockholders Inc. and Wholesale Express, LLC (together “Wholesale”) We cannot assure you that the proposed Acquisitions will be certain of the market value of the Per Share Merger Consideration they will receivecompleted on a timely basis or at all. Upon completion of the Merger, each holder of Xxxxxxx Common Stock, other than holders of dissenting shares, shall be entitled to receive, for each share of Xxxxxxx Common Stock, There are a number of shares of Era Common Stock equal risks and uncertainties relating to the Aggregate Merger Consideration divided by Acquisitions. For example, the number of shares of Xxxxxxx Common Stock outstanding immediately prior to the Merger (including any shares issued as a result of the Preferred Stock ConversionAcquisitions may not be completed, any shares underlying Xxxxxxx options or restricted stock units and certain shares of Xxxxxxx Common Stock held in reserve), plus the cash value of any fractional shares of Era Common Stock that would otherwise may not be payable, as described under ‘‘The Merger—Terms of the Merger’’). Any change completed in the market price of Era Common Stock prior to completion of time frame, on the Merger will affect the value of any shares of Era Common Stock Xxxxxxx stockholders receive as consideration terms or in the Merger. The market price of Era Common Stock has fluctuated significantly since the signing of the Merger Agreement due to the COVID-19 pandemic and a decrease in oil and natural gas prices since the execution of the Merger Agreement and may continue to fluctuate manner currently anticipated, as a result of a variety number of factors, including the failure of the parties to satisfy one or more of the conditions to closing. There can be no assurance that the conditions to closing of the Acquisitions will be satisfied or waived or that other events will not intervene to delay or result in the failure to close the Acquisitions. In the event the Acquisitions are not consummated, we may use the proceeds from the offering of the Shares for working capital and general market corporate purposes, which may include purchases of additional inventory held for sale, increased spending on marketing and economic conditions over advertising and capital expenditures necessary to grow the past month, changes in Era’s or Xxxxxxx’x respective businesses, operations and prospectsbusiness, and regulatory considerationsfor the repayment of outstanding indebtedness. Many of these factors are outside Era’s or Xxxxxxx’x controlHowever, we would have broad authority to use such net proceeds for other purposes that may not be accretive to our earnings per share. Accordingly, at We may be unable to realize the time of the Xxxxxxx Consent Deadline, Xxxxxxx stockholders will not know or be able to calculate the market price of Era Common Stock that they will receive upon completion of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities during the pendency of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities and obligates Era and Xxxxxxx to generally operate their businesses in the ordinary course in all material respects during the pendency of the Merger absent Era’s or Xxxxxxx’x prior written consent, as applicable. These restrictions could prevent Era and Xxxxxxx from pursuing attractive business opportunities or responding effectively to competitive pressures and industry developments that arise prior anticipated synergies related to the consummation of the Merger or termination of the Merger Agreement and are outside the ordinary course of business. In particularAcquisitions, the Merger Agreement restricts each of Era and Xxxxxxx from making certain acquisitions and dispositions without the prior written consent of the other party. If Era or Xxxxxxx is unable to take actions it believes are beneficial, such restrictions which could have an a material adverse effect on Era’s and/or Xxxxxxx’x our business, financial condition and results of operations. The Merger Agreement contains provisions that limit Era’s and Xxxxxxx’x ability We expect to pursue alternatives realize significant synergies related to the Merger, which could discourage a potential competing acquiror of Era or Xxxxxxx from making a favorable alternative transaction proposal and, in specified circumstances, could require Era or Xxxxxxx to pay a termination feeAcquisitions. The Merger Agreement contains certain provisions that restrict Era’s and Xxxxxxx’x ability to solicit, initiate, facilitate or encourage any inquiries regarding, or the making of any proposal or offer that constitutes, a competing proposal, engage, continue or otherwise participate in any discussions or negotiations regarding, or furnish any non-public information to any person that has made or is, to the knowledge of Era or Xxxxxxx, as applicable, considering making a competing proposal, subject to customary exceptions and limitations. In addition, Era and Xxxxxxx generally have an opportunity to offer to modify the terms of the Merger Agreement in response to any third-party alternative transaction proposal before the Era Board or Xxxxxxx Board may change, qualify, withhold, withdraw or modify its recommendation that Era’s or Xxxxxxx’x stockholders, as applicable, approve the Merger. Further, even if the Era Board or the Xxxxxxx Board changes, qualifies, withholds, withdraws or modifies its recommendation, unless the Merger Agreement is terminated in accordance with its terms, Era or Xxxxxxx, as applicable, will still be required to submit the merger proposal to the vote of its stockholders. Upon termination of the Merger Agreement in certain circumstances relating to changes in the recommendation of the Era Board or Xxxxxxx Board in favor of the Merger or entry by Era or Xxxxxxx into an alternative transaction within 12 months of termination of the Merger Agreement, Era or Xxxxxxx will be required to pay a termination fee of $9.0 million, as applicable. These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Era or Xxxxxxx or pursuing an alternative transaction with Era or Xxxxxxx from considering or proposing such a transaction or might result in a potential third-party acquiror or merger partner proposing to pay a lower price to the stockholders of Era or Xxxxxxx than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances. If the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on Era’s and Xxxxxxx’x financial condition, stock price, results of operations, assets or business. Combining Era and Xxxxxxx may be more difficult, costly or time-consuming than currently expected, and Era and Xxxxxxx may fail to realize the anticipated benefits and cost savings of the Merger. Era and Xxxxxxx have operated and, until the completion of the Merger, will continue to operate, independently. The success of the Merger, including anticipated benefits and cost savings, will depend, in part, on Era’s and Xxxxxxx’x ability to successfully combine and integrate their businesses in a manner that does not materially disrupt existing customer relationships or result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect Era’s and/or Xxxxxxx’x ability to maintain relationships with customers and employees. The success of the Combined Company following the Merger may depend, in part, on the ability of Era and Xxxxxxx to integrate their two businesses, business models and cultures. If Era and Xxxxxxx experience difficulties in the integration process, including those listed above, they may fail to realize the anticipated benefits of the Merger in a timely manner or at all. The Combined Company’s business or results of operations or the value of its common stock may be materially and adversely affected as a result. Era and Xxxxxxx We also expect to incur material one-time costs to achieve synergies and may fail to realize such estimated these synergies. While Era and Xxxxxxx we believe these synergies are achievable, their our ability to achieve such estimated synergies in the amounts and time frame timeframe expected is subject to various assumptions by their our management teams based on expectations that are subject to a number of risks, which may or may not be realized, as well as the incurrence of other costs in Era and Xxxxxxx’x our operations that may offset all or a portion of such synergies and other factors outside their our control. As a consequence, Era and Xxxxxxx we may not be able to realize all of these synergies within the time frame expected or at all, or the amounts of such synergies could be significantly reduced. Era and Xxxxxxx In addition, we may incur additional and/or and unexpected costs to realize these synergies. In addition, if Era and Xxxxxxx fail to achieve the anticipated cost benefits in a timely manner, Era and Xxxxxxx may be unable realize all the anticipated synergies. Failure to achieve the expected synergies could significantly reduce the expected benefits associated with the Merger Acquisitions and adversely affect our business following the Combined Company’s businessAcquisitions. We have incurred and will continue to incur substantial expenses in connection with the negotiation and consummation of the transactions contemplated by the Transaction Documents. These costs, as well as other unanticipated costs and expenses, could have a material adverse effect on our financial condition and operating results of operations. The completion of the Merger is subject to several conditions. There can be no assurances when or if the Merger will be completed. While Era and Xxxxxxx expect to complete the Merger in the middle of 2020, there can be no assurances as to the exact timing of completion of the Merger, or that the Merger will be completed at all. The completion of the Merger is subject to numerous conditions, including, among others, (i) receipt of requisite approvals of Era’s and Xxxxxxx’x stockholders and the filing of the Era Charter Amendment No. 1, (ii) the expiration of any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the ‘‘HSR Act’’) or any other antitrust laws, and there not being in effect any voluntary agreement with any antitrust authority under which Era and Xxxxxxx have agreed not to consummate the Merger, (iii) the absence of any governmental order or law prohibiting following the consummation of the Merger, (iv) Acquisitions and many of these costs will be borne by us even if the effectiveness of the registration statement for the shares of Era Common Stock to be issued in the Merger and the authorization for listing of those shares on the NYSE, (v) the accuracy of the other party’s representations and warranties, subject to customary materiality standards, (vi) compliance of the other party with its respective covenants under the Merger Agreement in all material respects, and (vii) other customary closing conditions. If such conditions Acquisitions are not satisfied, consummated. Following the Merger will not be consummated unless such conditions are validly waived. Such conditions may jeopardize or delay consummation of the Merger or Acquisitions, we may reduce be unable to successfully integrate Wholesale’s business and realize the anticipated benefits of the MergerAcquisitions. FurtherWe and Wholesale currently operate as independent companies. After the closing of the Acquisitions, no assurance can be given that the required approvals we will be obtained required to devote significant management attention and resources to integrating the business and operations of Wholesale. Potential difficulties we may encounter in the integration process include the following: ● the inability to successfully combine our business and the businesses of Wholesale in a manner that results in the anticipated benefits and synergies of the Acquisitions not being realized in the time frame currently anticipated or that at all; ● the conditions to closing will be satisfied. Even if all such approvals are obtainedloss of sales, no assurance can be given customers or business partners of ours or of Wholesale’s as to the terms, conditions and timing a result of such approvals parties deciding not to continue business at the same or that they will satisfy similar levels with us or Wholesale after the terms Acquisitions; ● challenges associated with operating the combined business in markets and geographies in which we do not currently operate; ● difficulty integrating our direct sales and distribution channels with Wholesale’s to effectively sell the vehicles of the Merger Agreementcombined company following the closing of the Acquisitions; ● the complexities associated with managing our company and integrating personnel from Wholesale, resulting in a significantly larger combined company, while at the same time providing high quality services to customers; ● unanticipated issues in coordinating accounting, information technology, communications, administration and other systems; ● difficulty addressing possible differences in corporate culture and management philosophies; ● the failure to retain key employees of ours or of Wholesale; ● potential unknown liabilities and unforeseen increased expenses, delays or regulatory conditions associated with the Acquisitions; ● performance shortfalls as a result of the diversion of management’s attention caused by consummating the Acquisitions and integrating Wholesale’s operations; and ● managing the increased debt levels incurred in connection with the Acquisitions. An inability to realize the anticipated benefits and cost synergies of the Acquisitions, as well as any delays encountered in the integration process, could have a material adverse effect on the operating results of the combined company, which may materially adversely affect the value of our Class B Common Stock following the consummation of the Acquisitions. In addition, the actual integration may result in additional and unforeseen expenses, and the anticipated benefit of our plan for integration may not be realized. Actual synergies, if achieved at all, may be lower than what we expect and may take longer to achieve than anticipated. For example, the elimination of duplicative costs may not be possible or may take longer than anticipated, or the benefits from the Acquisitions may be offset by costs incurred or delays in integrating the companies. If the Merger is we are not consummated by October 23able to adequately address these challenges, 2020 (as we may be extended unable to a date no later than January 23successfully integrate Wholesale’s operations into our own or, 2021 upon satisfaction even if we are able to combine the business operations successfully, to realize the anticipated benefits of certain conditions to extension set forth in the Merger Agreement)integration of the companies. Our business relationships, either Era those of Wholesale or Xxxxxxx the combined company may terminate the Merger Agreement. The Merger is be subject to disruption due to uncertainty associated with the requirements Acquisitions. Parties with which we or Wholesale do business may experience uncertainty associated with the Acquisitions, including with respect to current or future business relationships with us, Wholesale or the combined company. Our and Wholesale’s business relationships may be subject to disruption, as customers, distributors, suppliers, vendors, and others may seek to receive confirmation that their existing business relations with us or Wholesale, as the case may be, will not be adversely impacted as a result of the HSR ActAcquisitions or attempt to negotiate changes in existing business relationships or consider entering into business relationships with parties other than us, Wholesale, or the combined company as a result of the Acquisitions. Any of these other disruptions could have a material adverse effect on our or Wholesale’s businesses, financial condition, or results of operations or on the business, financial condition or results of operations of the combined company, and regulatory authorities may impose conditions that could also have an adverse effect on Eraour ability to realize the anticipated benefits of the Acquisitions. If we are unable to maintain effective internal control over financial reporting for the combined companies following the Acquisitions, Xxxxxxx and/or we may fail to prevent or detect material misstatements in our financial statements, in which case investors may lose confidence in the Combined Company accuracy and completeness of our financial statements. We and Wholesale currently maintain separate internal control over financial reporting with different financial reporting processes and different process control software. After the closing of the Acquisitions, we plan to integrate our internal control over financial reporting with those of Wholesale. We may encounter difficulties and unanticipated issues in combining our respective accounting systems due to the complexity of the financial reporting processes. We may also identify errors or misstatements that could delay, prevent or increase the costs associated with require audit adjustments. If we are unable to implement and maintain effective internal control over financial reporting following completion of the MergerAcquisitions, we may fail to prevent or detect material misstatements in our financial statements, in which case investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our securities may decline. The Merger Wholesale may have liabilities that are not be consummated until notifications under the HSR Act are submitted to the Antitrust Division known, probable or estimable at this time. As a result of the Department Acquisitions, Wholesale will become subsidiaries of Justice (the ‘‘DOJ’’) Company and remain subject to their past, current and future liabilities. There could be unasserted claims or assessments against or affecting Wholesale, including the Federal Trade Commission (failure to comply with applicable laws, regulations, orders and consent decrees or infringement or misappropriation of third party intellectual property or other proprietary rights that we failed or were unable to discover or identify in the ‘‘FTC’’) and the required waiting period has expired or been terminated. Era and Xxxxxxx submitted their respective Notification and Report forms under the HSR Act on February 6, 2020. On March 9, 2020, Era withdrew its Notification and Report form, and on March 11, 2020, Era refiled an updated Notification and Report form, thereby commencing a new thirty day waiting period, which expired on April 10, 2020 without any extension or further action by the U.S. antitrust agenciescourse of performing our due diligence investigation of Wholesale. In addition, private parties who there are liabilities of Wholesale that are neither probable nor estimable at this time that may become probable or estimable in the future, including indemnification requests received from customers of Wholesale relating to claims of infringement or misappropriation of third party intellectual property or other proprietary rights, tax liabilities arising in connection with ongoing or future tax audits and liabilities in connection with other past, current and future legal claims and litigation. Any such liabilities, individually or in the aggregate, could have a material adverse effect on our financial results. We may learn additional information about Wholesale that adversely affects us, such as unknown, unasserted, or contingent liabilities and issues relating to compliance with applicable laws or infringement or misappropriation of third party intellectual property or other proprietary rights. As a result of the Acquisitions, we and Wholesale may be adversely affected by unable to retain key employees. Our success after the Merger Acquisitions will depend in part upon our ability to retain key employees of ours and individual states Wholesale. Key employees may bring legal action under depart because of a variety of reasons relating to the antitrust laws in certain circumstancesAcquisitions. Although Xxxxxxx If we and Era believe Wholesale are unable to retain key personnel who are critical to the consummation successful integration and future operations of the Merger will not likely be prohibited under the antitrust lawscombined company, there can be no assurance that a challenge to the Merger on antitrust grounds will not be made andwe could face disruptions in our operations, if a challenge is madeloss of existing customers, what the result will be. Under the Merger Agreementloss of key information, Era expertise or know-how, and Xxxxxxx have agreed to use their reasonable best efforts to avoid or eliminate each unanticipated additional recruitment and every impediment to consummation of the transaction under any applicable law that may be asserted by any governmental entity and to obtain all regulatory clearances or observe all regulatory review periods necessary to consummate the Merger and the transactions contemplated by the Merger Agreement as soon as commercially practicable so as to enable the closing to occur as soon as reasonably possible (and in any event, not later than the End Date)training costs. In addition, in order to consummate the Merger, Era and Xxxxxxx may be required to comply with conditions, terms, obligations or restrictions imposed by governmental entities under any antitrust law, including divestitures, and such conditions, terms, obligations or restrictions may have the effect loss of delaying consummation of the Merger, imposing additional material costs on or materially limiting the revenue of the Combined Company after the consummation of the Merger, or otherwise reducing key personnel could diminish the anticipated benefits to the Combined Company of the MergerAcquisitions. Such conditionsEXHIBIT D FORM OF LOCK-UP AGREEMENT October __, terms2018 National Securities Corporation 000 Xxxxx Xxxxxx, obligations or restrictions may result in the delay or abandonment of the Merger. Notwithstanding any of the foregoing25th Floor New York, Era New York 10281 Ladies and Xxxxxxx will not be obligated to negotiate, commit to or effect any action that would result in the sale, divestiture, disposal, holding separate, or other disposition of assets, contracts, businesses or product lines of Era and Xxxxxxx, or their respective subsidiaries generating, in the aggregate, Revenues (as defined below) in an aggregate amount in excess of $10.0 million. ‘‘Revenues’’ as used in the immediately preceding sentence means, with respect to any asset, contract, business or product line, gross revenues associated therewith for the twelve months ended December 31, 2019.Gentlemen:

RISK FACTORS. Your investment in the notes will involve risks. This pricing supplement and the accompanying prospectus do not describe all of those risks. Neither we nor the agents are responsible for advising you of these risks now or as they may change in the future. In addition to the other information contained in or incorporated by reference into this joint proxy consultation with your own financial and consent solicitation statement/prospectuslegal advisors, including the matters addressed under the heading ‘‘Cautionary Statement Regarding Forward-Looking Statements,’’ you should carefully consider carefully, among other matters, the following risk factors discussion of risks and the discussion of risks in the accompanying prospectus before deciding how to vote on whether an investment in the notes is suitable for you. The notes are not an appropriate investment for you if you are not knowledgeable about significant features of the notes or whether to consent or withhold consent to the proposals presented financial matters in this joint proxy and consent solicitation statement/prospectusgeneral. You should also consider not purchase the other information innotes unless you understand and know you can bear these investment risks. YOU MAY RECEIVE A LOWER EFFECTIVE RATE OF INTEREST ON THE NOTES THAN YOU WOULD ON A CONVENTIONAL FIXED-RATE OR FLOATING-RATE DEBT SECURITY OF COMPARABLE MATURITY. The yield on your investment may be less than the overall return you would earn if you purchased a conventional fixed-rate or floating-rate debt security with the same maturity. The notes differ from ordinary debt securities in that, except for the first interest period, the rate of return is not set in the same manner as notes that bear a fixed rate of interest or notes that bear interest at the prime rate multiplied by the principal amount. Instead, except for the first interest period, the rate of interest payable on the notes each month will vary depending upon the Percentage Change in the CPI over a one-year period. The interest rate that you may receive will increase as the change in the Consumer Price Index increases, and will decrease as the other documents incorporated by reference into, this joint proxy and consent solicitation statement/prospectus, including change in particular the risk factors associated with Era’s business contained under Consumer Price Index decreases. We cannot assure you that the heading ‘‘Risk Factors’’ change in Era’s Annual Report on Form 10-K the Consumer Price Index will be positive. If there is no change in the Consumer Price Index for the year ended December 31same month in successive years, 2019. See ‘‘Where You Can Find More Information’’. Risks Related which likely is to occur when there is little or no inflation, the Merger Because Percentage Change in the market price of Era Common Stock CPI will fluctuatebe zero, Xxxxxxx stockholders cannot be certain of the market value of the Per Share Merger Consideration they and you will receive. Upon completion of the Merger, each holder of Xxxxxxx Common Stock, other than holders of dissenting shares, shall be entitled to receive, for each share of Xxxxxxx Common Stock, a number of shares of Era Common Stock receive an interest payment equal to the Aggregate Merger Consideration divided by the number of shares of Xxxxxxx Common Stock outstanding immediately prior to the Merger (including any shares issued as a result of the Preferred Stock Conversion, any shares underlying Xxxxxxx options or restricted stock units and certain shares of Xxxxxxx Common Stock held in reserve), plus the cash value of any fractional shares of Era Common Stock that would otherwise be payable, as described under ‘‘The Merger—Terms of the Merger’’). Any change in the market price of Era Common Stock prior to completion of the Merger will affect the value of any shares of Era Common Stock Xxxxxxx stockholders receive as consideration in the Merger. The market price of Era Common Stock has fluctuated significantly since the signing of the Merger Agreement due to the COVID-19 pandemic and a decrease in oil and natural gas prices since the execution of the Merger Agreement and may continue to fluctuate as a result of a variety of factors, including general market and economic conditions over the past month, changes in Era’s or Xxxxxxx’x respective businesses, operations and prospects, and regulatory considerations. Many of these factors are outside Era’s or Xxxxxxx’x control. Accordingly, at the time of the Xxxxxxx Consent Deadline, Xxxxxxx stockholders will not know or be able to calculate the market price of Era Common Stock that they will receive upon completion of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities during the pendency of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities and obligates Era and Xxxxxxx to generally operate their businesses in the ordinary course in all material respects during the pendency of the Merger absent Era’s or Xxxxxxx’x prior written consent, as applicable. These restrictions could prevent Era and Xxxxxxx from pursuing attractive business opportunities or responding effectively to competitive pressures and industry developments that arise prior to the consummation of the Merger or termination of the Merger Agreement and are outside the ordinary course of business. In particular, the Merger Agreement restricts each of Era and Xxxxxxx from making certain acquisitions and dispositions without the prior written consent of the other party. If Era or Xxxxxxx is unable to take actions it believes are beneficial, such restrictions could have an adverse effect on Era’s and/or Xxxxxxx’x business, financial condition and results of operations. The Merger Agreement contains provisions that limit Era’s and Xxxxxxx’x ability to pursue alternatives to the Merger, which could discourage a potential competing acquiror of Era or Xxxxxxx from making a favorable alternative transaction proposal and, in specified circumstances, could require Era or Xxxxxxx to pay a termination fee. The Merger Agreement contains certain provisions that restrict Era’s and Xxxxxxx’x ability to solicit, initiate, facilitate or encourage any inquiries regardingspread, or the making of any proposal or offer that constitutes, a competing proposal, engage, continue or otherwise participate in any discussions or negotiations regarding, or furnish any non-public information to any person that has made or is, to the knowledge of Era or Xxxxxxx, as applicable, considering making a competing proposal, subject to customary exceptions and limitations. In addition, Era and Xxxxxxx generally have an opportunity to offer to modify the terms of the Merger Agreement in response to any third-party alternative transaction proposal before the Era Board or Xxxxxxx Board may change, qualify, withhold, withdraw or modify its recommendation that Era’s or Xxxxxxx’x stockholders, as applicable, approve the Merger. Further, even if the Era Board or the Xxxxxxx Board changes, qualifies, withholds, withdraws or modifies its recommendation, unless the Merger Agreement is terminated in accordance with its terms, Era or Xxxxxxx, as applicable, will still be required to submit the merger proposal to the vote of its stockholders. Upon termination of the Merger Agreement in certain circumstances relating to changes in the recommendation of the Era Board or Xxxxxxx Board in favor of the Merger or entry by Era or Xxxxxxx into an alternative transaction within 12 months of termination of the Merger Agreement, Era or Xxxxxxx will be required to pay a termination fee of $9.0 million, as applicable. These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Era or Xxxxxxx or pursuing an alternative transaction with Era or Xxxxxxx from considering or proposing such a transaction or might result in a potential third-party acquiror or merger partner proposing to pay a lower price to the stockholders of Era or Xxxxxxx than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances[____%] per annum. If the Merger Consumer Price Index for the same month in successive years decreases, which likely is not completedto occur when there is deflation, you will receive an interest payment for the applicable interest period that is less than [____%] per annum. If the Consumer Price Index for the same month in successive years declines by [____%] or more, the resulting failure of Percentage Change in the Merger could have CPI will be a material adverse impact on Era’s and Xxxxxxx’x financial condition, stock price, results of operations, assets or business. Combining Era and Xxxxxxx may be more difficult, costly or time-consuming than currently expectednegative number, and Era and Xxxxxxx may fail to realize the anticipated benefits and cost savings of the Merger. Era and Xxxxxxx have operated and, until the completion of the Merger, you will continue to operate, independently. The success of the Merger, including anticipated benefits and cost savings, will depend, in part, on Era’s and Xxxxxxx’x ability to successfully combine and integrate their businesses in a manner that does not materially disrupt existing customer relationships or result in decreased revenues due to loss of customersreceive any interest. It is possible that your investment may not reflect the integration process could full opportunity cost to you when you consider factors that affect the time value of money. The Consumer Price Index is a function of the changes in specified consumer prices over time, which result from the interaction of many factors over which we have no control. See the section entitled "The Consumer Price Index." It is impossible to predict whether the level of the Consumer Price Index will rise or fall. THE CONSUMER PRICE INDEX AND THE MANNER IN WHICH THE BUREAU OF LABOR STATISTICS CALCULATES THE CONSUMER PRICE INDEX MAY CHANGE IN THE FUTURE. We cannot assure you that the Bureau of Labor Statistics will not change the methodology by which it calculates the Consumer Price Index. For example, the market basket of goods and services used to calculate the Consumer Price Index, and the weights assigned to these various items, are updated PS-5 periodically to account for changes in consumer spending patterns. Changes in the loss way the Consumer Price Index is calculated could reduce the level of key employeesthe Consumer Price Index and lower the interest payments with respect to the notes. Accordingly, the disruption amount of either company’s ongoing business or inconsistencies in standardsinterest, controlsif any, procedures and policies that adversely affect Era’s and/or Xxxxxxx’x ability to maintain relationships with customers and employees. The success of the Combined Company following the Merger may depend, in part, payable on the ability of Era notes, and Xxxxxxx to integrate their two businesses, business models and cultures. If Era and Xxxxxxx experience difficulties in the integration process, including those listed above, they may fail to realize the anticipated benefits of the Merger in a timely manner or at all. The Combined Company’s business or results of operations or therefore the value of its common stock the notes, may be materially and adversely affected as a result. Era and Xxxxxxx also expect to incur material one-time costs to achieve synergies and may fail to realize such estimated synergies. While Era and Xxxxxxx believe these synergies are achievable, their ability to achieve such estimated synergies in the amounts and time frame expected is subject to various assumptions by their management teams based on expectations that are subject to a number of risks, which may or may not be realized, the incurrence of other costs in Era and Xxxxxxx’x operations that may offset all or a portion of such synergies and other factors outside their control. As a consequence, Era and Xxxxxxx may not be able to realize all of these synergies within the time frame expected or at all. Era and Xxxxxxx may incur additional and/or unexpected costs to realize these synergies. In addition, if Era and Xxxxxxx fail to achieve the anticipated cost benefits in a timely manner, Era and Xxxxxxx may be unable realize all the anticipated synergies. Failure to achieve the expected synergies could significantly reduce the expected benefits associated with the Merger and adversely affect the Combined Company’s business, financial condition and results of operations. The completion of the Merger is subject to several conditions. There can be no assurances when or if the Merger will be completed. While Era and Xxxxxxx expect to complete the Merger in the middle of 2020, there can be no assurances as to the exact timing of completion of the Merger, or that the Merger will be completed at all. The completion of the Merger is subject to numerous conditions, including, among others, (i) receipt of requisite approvals of Era’s and Xxxxxxx’x stockholders and the filing of the Era Charter Amendment No. 1, (ii) the expiration of any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the ‘‘HSR Act’’) or any other antitrust laws, and there not being in effect any voluntary agreement with any antitrust authority under which Era and Xxxxxxx have agreed not to consummate the Merger, (iii) the absence of any governmental order or law prohibiting the consummation of the Merger, (iv) the effectiveness of the registration statement for the shares of Era Common Stock to be issued in the Merger and the authorization for listing of those shares on the NYSE, (v) the accuracy of the other party’s representations and warranties, subject to customary materiality standards, (vi) compliance of the other party with its respective covenants under the Merger Agreement in all material respects, and (vii) other customary closing conditions. If such conditions are not satisfied, the Merger will not be consummated unless such conditions are validly waived. Such conditions may jeopardize or delay consummation of the Merger or may reduce the anticipated benefits of the Merger. Further, no assurance can be given that the required approvals will be obtained or that the conditions to closing will be satisfied. Even if all such approvals are obtained, no assurance can be given as to the terms, conditions and timing of such approvals or that they will satisfy the terms of the Merger Agreementreduced. If the Merger Consumer Price Index is substantially altered, a substitute index may be employed to calculate the interest payable on the notes and that substitution may affect adversely the value of the notes. See "Description of the Notes--Interest." THE HISTORICAL PERFORMANCE OF THE CONSUMER PRICE INDEX IS NOT NECESSARILY INDICATIVE OF FUTURE PERFORMANCE. The historical performance of the Consumer Price Index is not consummated by October 23, 2020 (as may be extended an indication that the level of the Consumer Price Index is more or less likely to a date no later than January 23, 2021 upon satisfaction increase or decrease at any time during the term of certain conditions to extension set forth in the Merger Agreement), either Era or Xxxxxxx may terminate the Merger Agreementnotes. The Merger is subject to the requirements historical Consumer Price Index levels do not give an indication of future levels of the HSR Act, and regulatory authorities may impose conditions that could have an adverse effect on Era, Xxxxxxx and/or the Combined Company Consumer Price Index or that could delay, prevent or increase the costs associated with completion a guarantee of the Mergeramount of interest you will earn. The Merger may not be consummated until notifications under the HSR Act are submitted to the Antitrust Division of the Department of Justice (the ‘‘DOJ’’) and the Federal Trade Commission (the ‘‘FTC’’) and the required waiting period has expired or been terminated. Era and Xxxxxxx submitted their respective Notification and Report forms under the HSR Act on February 6, 2020. On March 9, 2020, Era withdrew its Notification and Report form, and on March 11, 2020, Era refiled an updated Notification and Report form, thereby commencing a new thirty day waiting period, which expired on April 10, 2020 without any extension or further action by the U.S. antitrust agencies. In addition, private parties who may be adversely affected by the Merger and individual states may bring legal action under the antitrust laws in certain circumstances. Although Xxxxxxx and Era believe the consummation of the Merger will not likely be prohibited under the antitrust laws, there can be no assurance that a challenge to the Merger on antitrust grounds will not be made and, if a challenge is made, what the result will be. Under the Merger Agreement, Era and Xxxxxxx have agreed to use their reasonable best efforts to avoid or eliminate each and every impediment to consummation of the transaction under any applicable law that may be asserted by any governmental entity and to obtain all regulatory clearances or observe all regulatory review periods necessary to consummate the Merger and the transactions contemplated by the Merger Agreement as soon as commercially practicable so as to enable the closing to occur as soon as reasonably possible (and in any event, not later than the End Date). In addition, in order to consummate the Merger, Era and Xxxxxxx may be required to comply with conditions, terms, obligations or restrictions imposed by governmental entities under any antitrust law, including divestitures, and such conditions, terms, obligations or restrictions may have the effect of delaying consummation of the Merger, imposing additional material costs on or materially limiting the revenue of the Combined Company after the consummation of the Merger, or otherwise reducing the anticipated benefits to the Combined Company of the Merger. Such conditions, terms, obligations or restrictions may result in the delay or abandonment of the Merger. Notwithstanding any of the foregoing, Era and Xxxxxxx will not be obligated to negotiate, commit to or effect any action that would result in the sale, divestiture, disposal, holding separate, or other disposition of assets, contracts, businesses or product lines of Era and Xxxxxxx, or their respective subsidiaries generating, in the aggregate, Revenues (as defined below) in an aggregate amount in excess of $10.0 million. ‘‘Revenues’’ as used in the immediately preceding sentence means, with respect to any asset, contract, business or product line, gross revenues associated therewith for the twelve months ended December 31, 2019.DESCRIPTION OF THE NOTES

RISK FACTORS. In addition The Issuer and the Guarantor believe that the following factors may affect their ability to the other information contained in or incorporated by reference into this joint proxy and consent solicitation statement/prospectus, including the matters addressed fulfil their obligations under Notes issued under the heading ‘‘Cautionary Statement Regarding Forward-Looking Statements,’’ you should carefully consider the following risk factors in deciding how to vote on or whether to consent or withhold consent to the proposals presented in this joint proxy and consent solicitation statement/prospectusProgramme. You should also consider the other information in, and the other documents incorporated by reference into, this joint proxy and consent solicitation statement/prospectus, including in particular the risk factors associated with Era’s business contained under the heading ‘‘Risk Factors’’ in Era’s Annual Report on Form 10-K for the year ended December 31, 2019. See ‘‘Where You Can Find More Information’’. Risks Related to the Merger Because the market price of Era Common Stock will fluctuate, Xxxxxxx stockholders cannot be certain of the market value of the Per Share Merger Consideration they will receive. Upon completion of the Merger, each holder of Xxxxxxx Common Stock, other than holders of dissenting shares, shall be entitled to receive, for each share of Xxxxxxx Common Stock, a number of shares of Era Common Stock equal to the Aggregate Merger Consideration divided by the number of shares of Xxxxxxx Common Stock outstanding immediately prior to the Merger (including any shares issued as a result of the Preferred Stock Conversion, any shares underlying Xxxxxxx options or restricted stock units and certain shares of Xxxxxxx Common Stock held in reserve), plus the cash value of any fractional shares of Era Common Stock that would otherwise be payable, as described under ‘‘The Merger—Terms of the Merger’’). Any change in the market price of Era Common Stock prior to completion of the Merger will affect the value of any shares of Era Common Stock Xxxxxxx stockholders receive as consideration in the Merger. The market price of Era Common Stock has fluctuated significantly since the signing of the Merger Agreement due to the COVID-19 pandemic and a decrease in oil and natural gas prices since the execution of the Merger Agreement and may continue to fluctuate as a result of a variety of factors, including general market and economic conditions over the past month, changes in Era’s or Xxxxxxx’x respective businesses, operations and prospects, and regulatory considerations. Many All of these factors are outside Era’s contingencies which may or Xxxxxxx’x controlmay not occur and neither the Issuer nor the Guarantor is in a position to express a view on the likelihood of any such contingency occurring. AccordinglyFactors which the Issuer and the Guarantor believe may be material for the purpose of assessing the market risks associated with Notes issued under the Programme are also described below. However, at the time Issuer may be unable to pay interest, principal or other amounts on or in connection with any Notes for other reasons and the Issuer and the Guarantor do not represent that the statements below regarding the risks of holding any Notes are exhaustive. Prospective investors should also read the detailed information set out elsewhere in this Offering Circular (including any documents deemed to be incorporated by reference therein) relating to the Programme and reach their own investment decisions after carefully considering with their financial, legal, regulatory, tax, accounting and other advisers, the suitability of the Xxxxxxx Consent DeadlineNotes in light of their particular circumstances (including without limitation their own financial circumstances and investment objectives and the impact the Notes will have on their overall investments portfolio) prior to making any investment decision. RISKS RELATING TO THE GUARANTOR AND THE SWIRE PACIFIC GROUP AS A WHOLE The Guarantor is a holding company that is dependent upon the performance of its subsidiaries and joint venture and associated companies. The Guarantor, Xxxxxxx stockholders will not know or be able to calculate Swire Pacific, is an investment holding company incorporated in Hong Kong with limited liability whose shares are listed on the market price Hong Kong Stock Exchange, the subsidiaries, associates and joint ventures of Era Common Stock that they will receive upon completion which are engaged principally in the property, beverages and aviation businesses, as well as new areas of growth in healthcare and sustainable foods. The ability of the MergerGuarantor to make payments to holders of the Notes pursuant to the Guarantee depends largely upon the receipt of dividends, distributions, interest or advances from its subsidiaries and joint venture and associated companies. The Merger Agreement subjects Era ability of these subsidiaries and Xxxxxxx joint venture and associated companies to restrictions on their business activities during make such payments is subject to each company’s respective results of operations and financial condition. Any economic slowdown, financial market turmoil, local or international political event, epidemic, pandemic, severe weather condition or natural disaster could adversely affect the pendency profitability, results of operations and financial condition of the MergerSwire Pacific Group. The Merger Agreement subjects Era activities of Swire Pacific and Xxxxxxx to restrictions on their business activities its subsidiaries and obligates Era joint venture and Xxxxxxx to generally operate their businesses associated companies (the “Swire Pacific Group” or the “Group”) are based principally in Hong Kong, but also include operations in the ordinary course Chinese Mainland, Taiwan and elsewhere in all material respects during Asia and in the pendency of the Merger absent Era’s or Xxxxxxx’x prior written consent, as applicableUnited States. These restrictions could prevent Era and Xxxxxxx from pursuing attractive business opportunities or responding effectively to competitive pressures and industry developments that arise prior to the consummation of the Merger or termination of the Merger Agreement and are outside the ordinary course of business. In particular, the Merger Agreement restricts each of Era and Xxxxxxx from making certain acquisitions and dispositions without the prior written consent of the other party. If Era or Xxxxxxx is unable to take actions it believes are beneficial, such restrictions could have an adverse effect on Era’s and/or Xxxxxxx’x businessAny economic slowdown, financial market turmoil (including fluctuations in foreign currency), local or international political event (including war, terrorism, social unrest and public order event), contagious disease (such as COVID-19), severe weather condition and results of operations. The Merger Agreement contains provisions that limit Era’s and Xxxxxxx’x ability to pursue alternatives to or natural disaster in or affecting the Merger, markets in which could discourage a potential competing acquiror of Era or Xxxxxxx from making a favorable alternative transaction proposal and, in specified circumstances, could require Era or Xxxxxxx to pay a termination fee. The Merger Agreement contains certain provisions that restrict Era’s and Xxxxxxx’x ability to solicit, initiate, facilitate or encourage any inquiries regarding, or the making of any proposal or offer that constitutes, a competing proposal, engage, continue or otherwise participate in any discussions or negotiations regarding, or furnish any non-public information to any person that has made or is, to the knowledge of Era or Xxxxxxx, as applicable, considering making a competing proposal, subject to customary exceptions and limitations. In addition, Era and Xxxxxxx generally have an opportunity to offer to modify the terms of the Merger Agreement in response to any third-party alternative transaction proposal before the Era Board or Xxxxxxx Board may change, qualify, withhold, withdraw or modify its recommendation that Era’s or Xxxxxxx’x stockholders, as applicable, approve the Merger. Further, even if the Era Board or the Xxxxxxx Board changes, qualifies, withholds, withdraws or modifies its recommendation, unless the Merger Agreement is terminated in accordance with its terms, Era or Xxxxxxx, as applicable, will still be required to submit the merger proposal to the vote of its stockholders. Upon termination of the Merger Agreement in certain circumstances relating to changes in the recommendation of the Era Board or Xxxxxxx Board in favor of the Merger or entry by Era or Xxxxxxx into an alternative transaction within 12 months of termination of the Merger Agreement, Era or Xxxxxxx will be required to pay a termination fee of $9.0 million, as applicable. These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Era or Xxxxxxx or pursuing an alternative transaction with Era or Xxxxxxx from considering or proposing such a transaction or might result in a potential third-party acquiror or merger partner proposing to pay a lower price to the stockholders of Era or Xxxxxxx than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances. If the Merger is not completed, the resulting failure of the Merger Swire Pacific Group operates could have a material adverse impact effect on Era’s and Xxxxxxx’x financial condition, stock pricethe profitability, results of operations, assets or business. Combining Era operations and Xxxxxxx may be more difficult, costly or time-consuming than currently expected, and Era and Xxxxxxx may fail to realize the anticipated benefits and cost savings financial condition of the MergerSwire Pacific Group. Era and Xxxxxxx have operated and, until the completion A negative change in credit ratings of the MergerSwire Pacific Group could adversely affect its profitability and financial position. From time to time, will continue to operate, independentlythe Swire Pacific Group obtains financing from the capital markets. The success A negative change in credit ratings of the Merger, including anticipated benefits and cost savings, will depend, in part, on Era’s and Xxxxxxx’x ability to successfully combine and integrate their businesses in a manner that does not materially disrupt existing customer relationships or result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect Era’s and/or Xxxxxxx’x ability to maintain relationships with customers and employees. The success of the Combined Company following the Merger Guarantor may depend, in part, on the ability of Era and Xxxxxxx to integrate their two businesses, business models and cultures. If Era and Xxxxxxx experience difficulties in the integration process, including those listed above, they may fail to realize the anticipated benefits of the Merger in a timely manner or at all. The Combined Company’s business or results of operations or the value of its common stock may be materially and adversely affected as a result. Era and Xxxxxxx also expect to incur material one-time costs to achieve synergies and may fail to realize such estimated synergies. While Era and Xxxxxxx believe these synergies are achievable, their ability to achieve such estimated synergies in the amounts and time frame expected is subject to various assumptions by their management teams based on expectations that are subject to a number of risks, which may or may not be realized, the incurrence of other costs in Era and Xxxxxxx’x operations that may offset all or a portion of such synergies and other factors outside their control. As a consequence, Era and Xxxxxxx may not be able to realize all of these synergies within the time frame expected or at all. Era and Xxxxxxx may incur additional and/or unexpected costs to realize these synergies. In addition, if Era and Xxxxxxx fail to achieve the anticipated cost benefits in a timely manner, Era and Xxxxxxx may be unable realize all the anticipated synergies. Failure to achieve the expected synergies could significantly reduce the expected benefits associated with the Merger and adversely affect the Combined Company’s business, financial condition and results availability of operations. The completion of the Merger is subject to several conditions. There can be no assurances when or if the Merger will be completed. While Era and Xxxxxxx expect to complete the Merger in the middle of 2020, there can be no assurances as financing on terms acceptable to the exact timing of completion of the Merger, or that the Merger will be completed at all. The completion of the Merger is subject to numerous conditions, including, among others, (i) receipt of requisite approvals of Era’s Swire Pacific Group and Xxxxxxx’x stockholders and the filing of the Era Charter Amendment No. 1, (ii) the expiration of any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the ‘‘HSR Act’’) or any other antitrust laws, and there not being in effect any voluntary agreement with any antitrust authority under which Era and Xxxxxxx have agreed not to consummate the Merger, (iii) the absence of any governmental order or law prohibiting the consummation of the Merger, (iv) the effectiveness of the registration statement for the shares of Era Common Stock to be issued in the Merger and the authorization for listing of those shares on the NYSE, (v) the accuracy of the other party’s representations and warranties, subject to customary materiality standards, (vi) compliance of the other party with may increase its respective covenants under the Merger Agreement in all material respects, and (vii) other customary closing conditions. If such conditions are not satisfied, the Merger will not be consummated unless such conditions are validly waived. Such conditions may jeopardize or delay consummation of the Merger or may reduce the anticipated benefits of the Merger. Further, no assurance can be given that the required approvals will be obtained or that the conditions to closing will be satisfied. Even if all such approvals are obtained, no assurance can be given as to the terms, conditions and timing of such approvals or that they will satisfy the terms of the Merger Agreement. If the Merger is not consummated by October 23, 2020 (as may be extended to a date no later than January 23, 2021 upon satisfaction of certain conditions to extension set forth in the Merger Agreement), either Era or Xxxxxxx may terminate the Merger Agreement. The Merger is subject to the requirements of the HSR Act, and regulatory authorities may impose conditions that could have an adverse effect on Era, Xxxxxxx and/or the Combined Company or that could delay, prevent or increase the costs associated with completion of the Merger. The Merger may not be consummated until notifications under the HSR Act are submitted to the Antitrust Division of the Department of Justice (the ‘‘DOJ’’) and the Federal Trade Commission (the ‘‘FTC’’) and the required waiting period has expired or been terminated. Era and Xxxxxxx submitted their respective Notification and Report forms under the HSR Act on February 6, 2020. On March 9, 2020, Era withdrew its Notification and Report form, and on March 11, 2020, Era refiled an updated Notification and Report form, thereby commencing a new thirty day waiting periodborrowing costs, which expired on April 10, 2020 without any extension or further action by the U.S. antitrust agencies. In addition, private parties who may be could adversely affected by the Merger affect its profitability and individual states may bring legal action under the antitrust laws in certain circumstances. Although Xxxxxxx and Era believe the consummation of the Merger will not likely be prohibited under the antitrust laws, there can be no assurance that a challenge to the Merger on antitrust grounds will not be made and, if a challenge is made, what the result will be. Under the Merger Agreement, Era and Xxxxxxx have agreed to use their reasonable best efforts to avoid or eliminate each and every impediment to consummation of the transaction under any applicable law that may be asserted by any governmental entity and to obtain all regulatory clearances or observe all regulatory review periods necessary to consummate the Merger and the transactions contemplated by the Merger Agreement as soon as commercially practicable so as to enable the closing to occur as soon as reasonably possible (and in any event, not later than the End Date). In addition, in order to consummate the Merger, Era and Xxxxxxx may be required to comply with conditions, terms, obligations or restrictions imposed by governmental entities under any antitrust law, including divestitures, and such conditions, terms, obligations or restrictions may have the effect of delaying consummation of the Merger, imposing additional material costs on or materially limiting the revenue of the Combined Company after the consummation of the Merger, or otherwise reducing the anticipated benefits to the Combined Company of the Merger. Such conditions, terms, obligations or restrictions may result in the delay or abandonment of the Merger. Notwithstanding any of the foregoing, Era and Xxxxxxx will not be obligated to negotiate, commit to or effect any action that would result in the sale, divestiture, disposal, holding separate, or other disposition of assets, contracts, businesses or product lines of Era and Xxxxxxx, or their respective subsidiaries generating, in the aggregate, Revenues (as defined below) in an aggregate amount in excess of $10.0 million. ‘‘Revenues’’ as used in the immediately preceding sentence means, with respect to any asset, contract, business or product line, gross revenues associated therewith for the twelve months ended December 31, 2019financial position.

RISK FACTORS. In addition to the other information contained in or included and incorporated by reference into this joint proxy and consent solicitation statement/statement/ prospectus, including the matters addressed under in the heading ‘‘section titled “Cautionary Statement Regarding Forward-Forward- Looking Statements,’’ ” you should carefully consider the following risk factors in risks before deciding how whether to vote on or whether to consent or withhold consent to for the approval of the applicable proposals presented described in this joint proxy and consent solicitation statement/prospectus. You In addition, you should also read and carefully consider the other information in, and the other documents incorporated by reference into, this joint proxy and consent solicitation statement/prospectus, including in particular the risk factors risks associated with Eraeach of ONEOK and ONEOK Partners and their respective businesses. These risks can be found in ONEOK’s business contained under the heading ‘‘Risk Factors’’ in Era’s and ONEOK Partners’ respective Annual Report Reports on Form 10-K for the year ended December 31, 20192016, as updated by subsequent Quarterly Reports on Form 10-Q, all of which are filed with the SEC and incorporated by reference into this joint proxy statement/prospectus. See ‘‘For further information regarding the documents incorporated into this joint proxy statement/prospectus by reference, please see the section titled “Where You Can Find More Information’’” beginning on page 152. Realization of any of the risks described below, any of the events described under “Cautionary Statement Regarding Forward-Looking Statements” or any of the risks or events described in the documents incorporated by reference could have a material adverse effect on ONEOK’s, ONEOK Partners’ or the combined organization’s businesses, financial condition, cash flows and results of operations and could result in a decline in the trading prices of the ONEOK common stock or the ONEOK Partners common units. Risks Related to the Merger The merger is subject to conditions, including some conditions that may not be satisfied on a timely basis, if at all. Failure to complete the merger, or significant delays in completing the merger, could negatively affect each party’s future business and financial results and the trading prices of ONEOK common stock and ONEOK Partners common units. The completion of the merger is subject to a number of conditions. The completion of the merger is not assured and is subject to risks, including the risk that the ONEOK shareholder approval or the ONEOK Partners unitholder approval is not obtained. Further, the merger may not be completed even if the ONEOK shareholder approval and the ONEOK Partners unitholder approval are obtained. The merger agreement contains conditions, some of which are beyond the parties’ control, that, if not satisfied or waived, may prevent, delay or otherwise result in the merger not occurring. See “The Merger Agreement—Conditions to Completion of the Merger.” If the merger is not completed, or if there are significant delays in completing the merger, ONEOK’s and ONEOK Partners’ future business and financial results and the trading prices of ONEOK common stock and ONEOK Partners common units could be negatively affected, and each of the parties will be subject to several risks, including the following: • the parties may be liable for fees or expenses to one another under the terms and conditions of the merger agreement; • there may be negative reactions from the financial markets due to the fact that current prices of ONEOK common stock and ONEOK Partners common units may reflect a market assumption that the merger will be completed; and • the attention of management will have been diverted to the merger rather than their own operations and pursuit of other opportunities that could have been beneficial to their respective businesses. Because the exchange ratio is fixed and because the market price of Era Common Stock ONEOK common stock will fluctuatefluctuate prior to the completion of the merger, Xxxxxxx stockholders ONEOK Partners common unitholders cannot be certain sure of the market value of the Per Share Merger Consideration ONEOK common stock they will receivereceive as merger consideration relative to the value of ONEOK Partners common units they exchange. Upon completion The market value of the Merger, each holder consideration that ONEOK Partners common unitholders will receive in the merger will depend on the trading price of Xxxxxxx Common Stock, other than holders ONEOK common stock at the closing of dissenting shares, shall be entitled to receive, for each share of Xxxxxxx Common Stock, a number of shares of Era Common Stock equal to the Aggregate Merger Consideration divided by merger. The exchange ratio that determines the number of shares of Xxxxxxx Common Stock outstanding immediately prior to ONEOK common stock that ONEOK Partners common unitholders will receive in the Merger (including any shares issued as merger is fixed at 0.985 of a result share of ONEOK common stock for each ONEOK Partners common unit. This means that there is no mechanism contained in the Preferred Stock Conversion, any shares underlying Xxxxxxx options or restricted stock units and certain merger agreement that would adjust the number of shares of Xxxxxxx Common Stock held in reserve), plus the cash value of ONEOK common stock that ONEOK Partners common unitholders will receive based on any fractional shares of Era Common Stock that would otherwise be payable, as described under ‘‘The Merger—Terms of the Merger’’). Any change decreases or increases in the market trading price of Era Common ONEOK common stock. Stock prior to completion of the Merger will affect the value of any shares of Era Common Stock Xxxxxxx stockholders receive as consideration in the Merger. The market or unit price of Era Common Stock has fluctuated significantly since the signing of the Merger Agreement due to the COVID-19 pandemic and a decrease in oil and natural gas prices since the execution of the Merger Agreement and changes may continue to fluctuate as a result of from a variety of factorsfactors (many of which are beyond ONEOK’s and ONEOK Partners’ control), including general market and economic conditions over the past month, including: • changes in EraONEOK’s or Xxxxxxx’x respective businessesONEOK Partners’ business, operations and prospects; • changes in market assessments of ONEOK’s or ONEOK Partners’ business, operations and regulatory considerationsprospects; • changes in market assessments of the likelihood that the merger will be completed; • interest rates, commodity prices, general market, industry and economic conditions and other factors generally affecting the price of ONEOK common stock or ONEOK Partners common units; and • federal, state and local legislation, governmental regulation and legal developments in the businesses in which ONEOK and ONEOK Partners operate. If the price of ONEOK common stock at the closing of the merger is less than the price of ONEOK common stock on the date that the merger agreement was signed, then the market value of the merger consideration will be less than contemplated at the time the merger agreement was signed. If the merger is approved by ONEOK Partners unitholders, the date that common unitholders will receive the merger consideration is dependent on the completion date of the merger, which is uncertain. As described in this joint proxy statement/prospectus, completing the proposed merger is subject to several conditions, not all of which are controllable by ONEOK or ONEOK Partners. Accordingly, if the proposed merger is approved by ONEOK Partners unitholders, the date that common unitholders will receive merger consideration depends on the completion date of the merger, which is uncertain and subject to several other closing conditions. ONEOK and ONEOK Partners may incur substantial transaction-related costs in connection with the merger. ONEOK and ONEOK Partners expect to incur substantial expenses in connection with completing the merger, including fees paid to legal, financial and accounting advisors, filing fees, proxy solicitation costs and printing costs. Many of these factors the expenses that will be incurred, by their nature, are outside Era’s or Xxxxxxx’x control. Accordingly, difficult to estimate accurately at the time of the Xxxxxxx Consent Deadline, Xxxxxxx stockholders will not know or be able present time. ONEOK is subject to calculate the market price of Era Common Stock that they will receive upon completion of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities during the pendency of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities and obligates Era and Xxxxxxx to generally operate their businesses in the ordinary course in all material respects during the pendency of the Merger absent Era’s or Xxxxxxx’x prior written consent, as applicable. These restrictions could prevent Era and Xxxxxxx from pursuing attractive business opportunities or responding effectively to competitive pressures and industry developments that arise prior to the consummation of the Merger or termination of the Merger Agreement and are outside the ordinary course of business. In particular, the Merger Agreement restricts each of Era and Xxxxxxx from making certain acquisitions and dispositions without the prior written consent of the other party. If Era or Xxxxxxx is unable to take actions it believes are beneficial, such restrictions could have an adverse effect on Era’s and/or Xxxxxxx’x business, financial condition and results of operations. The Merger Agreement contains provisions that limit Era’s and Xxxxxxx’x its ability to pursue alternatives to the Merger, which merger and could discourage a potential competing acquiror of Era or Xxxxxxx acquirer from making a favorable alternative transaction proposal andproposal. Under the merger agreement, in specified circumstancesONEOK is restricted from pursuing alternative proposals. Under certain “no solicitation” covenants, could require Era ONEOK has agreed that it will not, and will cause its subsidiaries and use reasonable best efforts to cause its representatives not to, directly or Xxxxxxx to pay a termination fee. The Merger Agreement contains certain provisions that restrict Era’s and Xxxxxxx’x ability to indirectly, except as permitted by the merger agreement: • solicit, initiate, facilitate knowingly facilitate, knowingly encourage (including by way of furnishing confidential information) or encourage knowingly induce or take any other action intended to lead to any inquiries regardingor any proposals that constitute the submission of an alternative proposal; or • enter into any alternative acquisition agreement with respect to any alternative proposal (other than a confidentiality agreement containing customary provisions). ONEOK has agreed that it will, or the making of any proposal or offer that constitutesand will cause its subsidiaries and use reasonable best efforts to cause its representatives to, a competing proposal, engage, continue or otherwise participate in cease and cause to be terminated any discussions or negotiations regarding, or furnish with any non-public information persons conducted prior to the execution of the merger agreement with respect to an alternative proposal and immediately prohibit any access by any person that has made to confidential information relating to a possible alternative proposal. Under the merger agreement, in the event of a potential ONEOK Partners adverse recommendation change or isa potential ONEOK adverse recommendation change (as defined under “The Merger Agreement—ONEOK Partners GP Recommendation and ONEOK Partners Adverse Recommendation Change” and under “The Merger Agreement—ONEOK Recommendation and ONEOK Adverse Recommendation Change”), each party must provide the other party with three days’ notice to allow the other party to propose an adjustment to the knowledge of Era or Xxxxxxx, as applicable, considering making a competing proposal, subject to customary exceptions terms and limitations. In addition, Era and Xxxxxxx generally have an opportunity to offer to modify the terms conditions of the Merger Agreement in response to any third-party alternative transaction proposal before the Era Board or Xxxxxxx Board may change, qualify, withhold, withdraw or modify its recommendation that Era’s or Xxxxxxx’x stockholders, as applicable, approve the Merger. Further, even if the Era Board or the Xxxxxxx Board changes, qualifies, withholds, withdraws or modifies its recommendation, unless the Merger Agreement is terminated in accordance with its terms, Era or Xxxxxxx, as applicable, will still be required to submit the merger proposal to the vote of its stockholders. Upon termination of the Merger Agreement in certain circumstances relating to changes in the recommendation of the Era Board or Xxxxxxx Board in favor of the Merger or entry by Era or Xxxxxxx into an alternative transaction within 12 months of termination of the Merger Agreement, Era or Xxxxxxx will be required to pay a termination fee of $9.0 million, as applicableagreement. These provisions could discourage a potential third-third party acquiror or merger partner that might may have an interest in acquiring all or a significant portion part of Era or Xxxxxxx or pursuing an alternative transaction with Era or Xxxxxxx ONEOK from considering or proposing such a transaction or might result in a potential third-party acquiror or merger partner proposing to pay a lower price to the stockholders of Era or Xxxxxxx than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstancesacquisition. If the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on Era’s and Xxxxxxx’x financial condition, stock price, results of operations, assets or business. Combining Era and Xxxxxxx may be more difficult, costly or time-consuming than currently expected, and Era and Xxxxxxx may fail to realize the anticipated benefits and cost savings of the Merger. Era and Xxxxxxx have operated and, until the completion of the Merger, will continue to operate, independently. See “The success of the Merger, including anticipated benefits and cost savings, will depend, in part, on Era’s and Xxxxxxx’x ability to successfully combine and integrate their businesses in a manner that does not materially disrupt existing customer relationships or result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect Era’s and/or Xxxxxxx’x ability to maintain relationships with customers and employees. The success of the Combined Company following the Merger may depend, in part, on the ability of Era and Xxxxxxx to integrate their two businesses, business models and cultures. If Era and Xxxxxxx experience difficulties in the integration process, including those listed above, they may fail to realize the anticipated benefits of the Merger in a timely manner or at all. The Combined Company’s business or results of operations or the value of its common stock may be materially and adversely affected as a result. Era and Xxxxxxx also expect to incur material one-time costs to achieve synergies and may fail to realize such estimated synergies. While Era and Xxxxxxx believe these synergies are achievable, their ability to achieve such estimated synergies in the amounts and time frame expected is subject to various assumptions by their management teams based on expectations that are subject to a number of risks, which may or may not be realized, the incurrence of other costs in Era and Xxxxxxx’x operations that may offset all or a portion of such synergies and other factors outside their control. As a consequence, Era and Xxxxxxx may not be able to realize all of these synergies within the time frame expected or at all. Era and Xxxxxxx may incur additional and/or unexpected costs to realize these synergies. In addition, if Era and Xxxxxxx fail to achieve the anticipated cost benefits in a timely manner, Era and Xxxxxxx may be unable realize all the anticipated synergies. Failure to achieve the expected synergies could significantly reduce the expected benefits associated with the Merger and adversely affect the Combined Company’s business, financial condition and results of operations. The completion of the Merger is subject to several conditions. There can be no assurances when or if the Merger will be completed. While Era and Xxxxxxx expect to complete the Merger in the middle of 2020, there can be no assurances as to the exact timing of completion of the Merger, or that the Merger will be completed at all. The completion of the Merger is subject to numerous conditions, including, among others, (i) receipt of requisite approvals of Era’s and Xxxxxxx’x stockholders and the filing of the Era Charter Amendment No. 1, (ii) the expiration of any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the ‘‘HSR Act’’) or any other antitrust laws, and there not being in effect any voluntary agreement with any antitrust authority under which Era and Xxxxxxx have agreed not to consummate the Merger, (iii) the absence of any governmental order or law prohibiting the consummation of the Merger, (iv) the effectiveness of the registration statement for the shares of Era Common Stock to be issued in the Merger and the authorization for listing of those shares on the NYSE, (v) the accuracy of the other party’s representations and warranties, subject to customary materiality standards, (vi) compliance of the other party with its respective covenants under the Merger Agreement in all material respects, and (vii) other customary closing conditions. If such conditions are not satisfied, the Merger will not be consummated unless such conditions are validly waived. Such conditions may jeopardize or delay consummation of the Merger or may reduce the anticipated benefits of the Merger. Further, no assurance can be given that the required approvals will be obtained or that the conditions to closing will be satisfied. Even if all such approvals are obtained, no assurance can be given as to the terms, conditions and timing of such approvals or that they will satisfy the terms of the Merger Agreement. If the Merger is not consummated —No Solicitation by October 23, 2020 (as may be extended to a date no later than January 23, 2021 upon satisfaction ONEOK of certain conditions to extension set forth in the Alternative Proposals,” “The Merger Agreement), either Era or Xxxxxxx may terminate the —ONEOK Recommendation and ONEOK Adverse Recommendation Change” and “The Merger Agreement. The Merger is subject to the requirements of the HSR Act, —ONEOK Partners GP Recommendation and regulatory authorities may impose conditions that could have an adverse effect on Era, Xxxxxxx and/or the Combined Company or that could delay, prevent or increase the costs associated with completion of the Merger. The Merger may not be consummated until notifications under the HSR Act are submitted to the Antitrust Division of the Department of Justice (the ‘‘DOJ’’) and the Federal Trade Commission (the ‘‘FTC’’) and the required waiting period has expired or been terminated. Era and Xxxxxxx submitted their respective Notification and Report forms under the HSR Act on February 6, 2020. On March 9, 2020, Era withdrew its Notification and Report form, and on March 11, 2020, Era refiled an updated Notification and Report form, thereby commencing a new thirty day waiting period, which expired on April 10, 2020 without any extension or further action by the U.S. antitrust agencies. In addition, private parties who may be adversely affected by the Merger and individual states may bring legal action under the antitrust laws in certain circumstances. Although Xxxxxxx and Era believe the consummation of the Merger will not likely be prohibited under the antitrust laws, there can be no assurance that a challenge to the Merger on antitrust grounds will not be made and, if a challenge is made, what the result will be. Under the Merger Agreement, Era and Xxxxxxx have agreed to use their reasonable best efforts to avoid or eliminate each and every impediment to consummation of the transaction under any applicable law that may be asserted by any governmental entity and to obtain all regulatory clearances or observe all regulatory review periods necessary to consummate the Merger and the transactions contemplated by the Merger Agreement as soon as commercially practicable so as to enable the closing to occur as soon as reasonably possible (and in any event, not later than the End Date). In addition, in order to consummate the Merger, Era and Xxxxxxx may be required to comply with conditions, terms, obligations or restrictions imposed by governmental entities under any antitrust law, including divestitures, and such conditions, terms, obligations or restrictions may have the effect of delaying consummation of the Merger, imposing additional material costs on or materially limiting the revenue of the Combined Company after the consummation of the Merger, or otherwise reducing the anticipated benefits to the Combined Company of the Merger. Such conditions, terms, obligations or restrictions may result in the delay or abandonment of the Merger. Notwithstanding any of the foregoing, Era and Xxxxxxx will not be obligated to negotiate, commit to or effect any action that would result in the sale, divestiture, disposal, holding separate, or other disposition of assets, contracts, businesses or product lines of Era and Xxxxxxx, or their respective subsidiaries generating, in the aggregate, Revenues (as defined below) in an aggregate amount in excess of $10.0 million. ‘‘Revenues’’ as used in the immediately preceding sentence means, with respect to any asset, contract, business or product line, gross revenues associated therewith for the twelve months ended December 31, 2019ONEOK Partners Adverse Recommendation Change.”

RISK FACTORS. In addition Investing in the Shares involves a high degree of risk. A prospective Subscriber should consider the following risks, as well those risk factors set forth in the Company’s last Annual Report on Form 10-K,before purchasing any Shares. Any of such risks could harm the Company’s business, operating results and financial condition and cause the trading price of the Company’s common stock to decline, which would cause a Subscriber to lose all or part of its investment. When determining whether to invest, a prospective Subscriber should also refer to the other information contained in or incorporated by reference into this joint proxy and consent solicitation statement/prospectus, the SEC Reports including the matters addressed Company’s financial statements and the related notes thereto. Risks Relating to the Offering of the Shares The Shares will be subject to restrictions on resale. We have not registered the sale of any of the Shares under the heading ‘‘Cautionary Statement Regarding Forward-Looking Statements,’’ you should carefully consider Securities Act or any state securities laws. The securities offered hereby are highly illiquid, and are not transferable except in accordance with the following risk factors in deciding how to vote on Securities Act. Consequently, the Shares may not be resold or whether to consent otherwise transferred unless they are subsequently registered under applicable securities laws or withhold consent an exemption therefrom is available. In view of these and other limitations to the proposals presented transfer of the Shares as described herein, the Shares should be considered an illiquid investment which may need to be held indefinitely. Limitations on the transfer of the Shares may also adversely affect the price that a Subscriber might be able to obtain for such securities in this joint proxy and consent solicitation statement/prospectusa private sale. You should also consider the other information inThere is not an active, and the other documents incorporated by reference into, this joint proxy and consent solicitation statement/prospectus, including in particular the risk factors associated with Era’s business contained under the heading ‘‘Risk Factors’’ in Era’s Annual Report on Form 10-K liquid market for the year ended December 31, 2019. See ‘‘Where You Can Find More Information’’. Risks Related to the Merger Because the market price of Era Common Stock will fluctuate, Xxxxxxx stockholders cannot be certain of the market value of the Per Share Merger Consideration they will receive. Upon completion of the Merger, each holder of Xxxxxxx Common Stock, other than holders of dissenting shares, shall be entitled to receive, for each share of Xxxxxxx Common Stock, a number of shares of Era Common Stock equal to the Aggregate Merger Consideration divided by the number of shares of Xxxxxxx Common Stock outstanding immediately prior to the Merger (including any shares issued as a result of the Preferred Stock Conversion, any shares underlying Xxxxxxx options or restricted stock units and certain shares of Xxxxxxx Common Stock held in reserve), plus the cash value of any fractional shares of Era Common Stock that would otherwise be payable, as described under ‘‘The Merger—Terms of the Merger’’). Any change in the market price of Era Common Stock prior to completion of the Merger will affect the value of any shares of Era Common Stock Xxxxxxx stockholders receive as consideration in the MergerCompany’s common stock. The market price of Era Common Stock has fluctuated significantly since the signing of the Merger Agreement due to the COVID-19 pandemic and a decrease in oil and natural gas prices since the execution of the Merger Agreement and may continue to fluctuate as a result of a variety of factors, including general market and economic conditions over the past month, changes in EraCompany’s or Xxxxxxx’x respective businesses, operations and prospects, and regulatory considerations. Many of these factors are outside Era’s or Xxxxxxx’x controlcommon stock is not listed on any national securities exchange. Accordingly, at investors may find it more difficult to buy and sell the time of Company’s common stock than if it was traded on an exchange. Although the Xxxxxxx Consent DeadlineCompany’s common stock is quoted on the OTC Pink, Xxxxxxx stockholders will not know it is an unorganized, inter-dealer, over-the-counter market which provides significantly less liquidity than the NASDAQ Capital Market or be able to calculate the market price of Era Common Stock that they will receive upon completion of the Mergerother national securities exchange. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities during the pendency of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities and obligates Era and Xxxxxxx to generally operate their businesses Further, there is little reported trading in the ordinary course in all material respects during the pendency of the Merger absent EraCompany’s or Xxxxxxx’x prior written consent, as applicablecommon stock. These restrictions could prevent Era and Xxxxxxx from pursuing attractive business opportunities or responding effectively to competitive pressures and industry developments that arise prior to the consummation of the Merger or termination of the Merger Agreement and are outside the ordinary course of business. In particular, the Merger Agreement restricts each of Era and Xxxxxxx from making certain acquisitions and dispositions without the prior written consent of the other party. If Era or Xxxxxxx is unable to take actions it believes are beneficial, such restrictions could factors may have an adverse effect impact on Erathe trading and price of the Company’s and/or Xxxxxxx’x business, financial condition and results of operationscommon stock. The Merger Agreement contains provisions that limit EraCompany will have broad discretion and flexibility in how it uses the net proceeds from the offering. The Company intends to use the net proceeds from this offering for general corporate purposes including working capital. The Company’s management will have significant discretion and Xxxxxxx’x ability to pursue alternatives flexibility in applying the net proceeds of this offering. Subscribers will be relying on the judgment of the Company’s management with regard to the Mergeruse of these net proceeds, which could discourage a potential competing acquiror and Subscribers will not have the opportunity, as part of Era or Xxxxxxx from making a favorable alternative transaction proposal andtheir investment decision, in specified circumstances, could require Era or Xxxxxxx to pay a termination feeassess whether the net proceeds are being used appropriately. The Merger Agreement contains certain provisions that restrict Era’s and Xxxxxxx’x ability to solicit, initiate, facilitate or encourage any inquiries regarding, or the making of any proposal or offer that constitutes, a competing proposal, engage, continue or otherwise participate in any discussions or negotiations regarding, or furnish any non-public information to any person that has made or is, to the knowledge of Era or Xxxxxxx, as applicable, considering making a competing proposal, subject to customary exceptions and limitations. In addition, Era and Xxxxxxx generally have an opportunity to offer to modify the terms of the Merger Agreement in response to any third-party alternative transaction proposal before the Era Board or Xxxxxxx Board may change, qualify, withhold, withdraw or modify its recommendation that Era’s or Xxxxxxx’x stockholders, as applicable, approve the Merger. Further, even if the Era Board or the Xxxxxxx Board changes, qualifies, withholds, withdraws or modifies its recommendation, unless the Merger Agreement is terminated in accordance with its terms, Era or Xxxxxxx, as applicable, will still be required to submit the merger proposal to the vote of its stockholders. Upon termination of the Merger Agreement in certain circumstances relating to changes in the recommendation of the Era Board or Xxxxxxx Board in favor of the Merger or entry by Era or Xxxxxxx into an alternative transaction within 12 months of termination of the Merger Agreement, Era or Xxxxxxx will be required to pay a termination fee of $9.0 million, as applicable. These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Era or Xxxxxxx or pursuing an alternative transaction with Era or Xxxxxxx from considering or proposing such a transaction or might result in a potential third-party acquiror or merger partner proposing to pay a lower price to the stockholders of Era or Xxxxxxx than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances. If the Merger is not completed, the resulting failure of the Merger management to use such funds effectively could have a material adverse impact on Era’s and Xxxxxxx’x financial condition, stock price, results of operations, assets or business. Combining Era and Xxxxxxx may be more difficult, costly or time-consuming than currently expected, and Era and Xxxxxxx may fail to realize the anticipated benefits and cost savings of the Merger. Era and Xxxxxxx have operated and, until the completion of the Merger, will continue to operate, independently. The success of the Merger, including anticipated benefits and cost savings, will depend, in part, on Era’s and Xxxxxxx’x ability to successfully combine and integrate their businesses in a manner that does not materially disrupt existing customer relationships or result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect Era’s and/or Xxxxxxx’x ability to maintain relationships with customers and employees. The success of the Combined Company following the Merger may depend, in part, effect on the ability of Era and Xxxxxxx to integrate their two businesses, business models and cultures. If Era and Xxxxxxx experience difficulties in the integration process, including those listed above, they may fail to realize the anticipated benefits of the Merger in a timely manner or at all. The Combined Company’s business or results of operations or the value of its common stock may be materially and adversely affected as a result. Era and Xxxxxxx also expect to incur material one-time costs to achieve synergies and may fail to realize such estimated synergies. While Era and Xxxxxxx believe these synergies are achievable, their ability to achieve such estimated synergies in the amounts and time frame expected is subject to various assumptions by their management teams based on expectations that are subject to a number of risks, which may or may not be realized, the incurrence of other costs in Era and Xxxxxxx’x operations that may offset all or a portion of such synergies and other factors outside their control. As a consequence, Era and Xxxxxxx may not be able to realize all of these synergies within the time frame expected or at all. Era and Xxxxxxx may incur additional and/or unexpected costs to realize these synergies. In addition, if Era and Xxxxxxx fail to achieve the anticipated cost benefits in a timely manner, Era and Xxxxxxx may be unable realize all the anticipated synergies. Failure to achieve the expected synergies could significantly reduce the expected benefits associated with the Merger and adversely affect the Combined Company’s business, financial condition condition, operating results and results cash flow. Additional stock offerings in the future may dilute then existing stockholders’ percentage ownership of operationsthe Company. Given the Company’s plans and expectations that it will need additional capital, the Company anticipates that it will need to issue additional shares of common stock or securities convertible or exercisable for shares of common stock, which may include, for example, convertible preferred stock, convertible notes, or warrants. The completion issuance of additional securities in the future will dilute the percentage ownership of then existing stockholders. The price of the Merger is subject to several conditionsShares has been determined without a third party valuation or fairness opinion. There can be no assurances when The Company has set the price of the Shares without the benefit of any third party valuation or if the Merger will be completedfairness opinion or review. While Era and Xxxxxxx expect to complete the Merger in the middle of 2020, there can be no assurances Subscribers must make their own determination as to the exact timing of completion accuracy, fairness or reasonableness of the Merger, or that the Merger will be completed at all. The completion price of the Merger is subject to numerous conditions, including, among others, (i) receipt of requisite approvals of Era’s and Xxxxxxx’x stockholders Shares and the filing of the Era Charter Amendment No. 1, (ii) the expiration of any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the ‘‘HSR Act’’) or any other antitrust laws, and there not being in effect any voluntary agreement with any antitrust authority under which Era and Xxxxxxx have agreed not to consummate the Merger, (iii) the absence of any governmental order or law prohibiting the consummation of the Merger, (iv) the effectiveness of the registration statement for the shares of Era Common Stock to be issued in the Merger and the authorization for listing of those shares on the NYSE, (v) the accuracy of the other party’s representations and warranties, subject to customary materiality standards, (vi) compliance of the other party with its respective covenants under the Merger Agreement in all material respects, and (vii) other customary closing conditions. If such conditions are not satisfied, the Merger will not be consummated unless such conditions are validly waived. Such conditions may jeopardize or delay consummation of the Merger or may reduce the anticipated benefits of the Merger. Further, no assurance can be given that the required approvals will be obtained or that the conditions to closing will be satisfied. Even if all such approvals are obtained, no assurance can be given as to the terms, conditions and timing of such approvals or that they will satisfy the terms of the Merger Agreement. If the Merger is not consummated by October 23, 2020 (as may be extended to a date no later than January 23, 2021 upon satisfaction of certain conditions to extension set forth in the Merger Agreement), either Era or Xxxxxxx may terminate the Merger Agreement. The Merger is subject to the requirements of the HSR Act, and regulatory authorities may impose conditions that could have an adverse effect on Era, Xxxxxxx and/or the Combined Company or that could delay, prevent or increase the costs associated with completion of the Merger. The Merger may not be consummated until notifications under the HSR Act are submitted to the Antitrust Division of the Department of Justice (the ‘‘DOJ’’) and the Federal Trade Commission (the ‘‘FTC’’) and the required waiting period has expired or been terminated. Era and Xxxxxxx submitted their respective Notification and Report forms under the HSR Act on February 6, 2020. On March 9, 2020, Era withdrew its Notification and Report form, and on March 11, 2020, Era refiled an updated Notification and Report form, thereby commencing a new thirty day waiting period, which expired on April 10, 2020 without any extension or further action by the U.S. antitrust agencies. In addition, private parties who may be adversely affected by the Merger and individual states may bring legal action under the antitrust laws in certain circumstances. Although Xxxxxxx and Era believe the consummation of the Merger will not likely be prohibited under the antitrust laws, there can be no assurance that a challenge to the Merger on antitrust grounds will not be made and, if a challenge is made, what the result will be. Under the Merger Agreement, Era and Xxxxxxx have agreed to use their reasonable best efforts to avoid or eliminate each and every impediment to consummation of the transaction under any applicable law that may be asserted by any governmental entity and to obtain all regulatory clearances or observe all regulatory review periods necessary to consummate the Merger and the transactions contemplated by the Merger Agreement as soon as commercially practicable so as to enable the closing to occur as soon as reasonably possible (and in any event, not later than the End Date). In addition, in order to consummate the Merger, Era and Xxxxxxx may be required to comply with conditions, terms, obligations or restrictions imposed by governmental entities under any antitrust law, including divestitures, and such conditions, terms, obligations or restrictions may have the effect of delaying consummation of the Merger, imposing additional material costs on or materially limiting the revenue of the Combined Company after the consummation of the Merger, or otherwise reducing the anticipated benefits to the Combined Company of the Merger. Such conditions, terms, obligations or restrictions may result in the delay or abandonment of the Merger. Notwithstanding any of the foregoing, Era and Xxxxxxx will not be obligated to negotiate, commit to or effect any action that would result in the sale, divestiture, disposal, holding separate, or other disposition of assets, contracts, businesses or product lines of Era and Xxxxxxx, or their respective subsidiaries generating, in the aggregate, Revenues (as defined below) in an aggregate amount in excess of $10.0 million. ‘‘Revenues’’ as used in the immediately preceding sentence means, with respect to any asset, contract, business or product line, gross revenues associated therewith for the twelve months ended December 31, 2019offering.

RISK FACTORS. In addition An investment in the Securities of the Company involves a high degree of risk and should be considered only by persons who can afford to the other information contained lose their entire investment and who have no need for liquidity in or incorporated by reference into this joint proxy and consent solicitation statement/prospectus, including the matters addressed under the heading ‘‘Cautionary Statement Regarding Forward-Looking Statements,’’ you their investment. You should carefully consider the following risk factors in deciding how to vote on or whether to consent or withhold consent to the proposals presented in this joint proxy and consent solicitation statement/prospectus. You should also consider the other information indescribed below, and discussed in the other documents incorporated by reference into, this joint proxy and consent solicitation statement/prospectus, including in particular the risk factors associated with Era’s business contained under the heading ‘‘section titled “Risk Factors’’ ” in Era’s our most recent Annual Report on Form 10-K for K, as well as the year ended December 31risks, 2019uncertainties and additional information set forth in our SEC Filings incorporated by reference herein. See ‘‘Where You Can Find More Information’’Our business, financial condition or results of operations could be materially adversely affected by any of these risks. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment. Risks Related to the Merger Because Securities and This Offering There is no public market for the Series I Preferred Shares or Series J Preferred Shares and a limited public market for the common stock. There is no public market for the Series I Preferred Shares or the Series J Preferred Shares, and we not intend to have such securities quoted or listed on any market. In addition, our common stock is quoted on the OTC Pink which is an unorganized, inter-dealer, over-the-counter market which provides significantly less liquidity than the NASDAQ Capital Market or other national securities exchange. These factors may have an adverse impact on the trading and price of Era Common our common stock. The Securities will be subject to restrictions on resale. We have not registered the sale of any of the Securities under the Securities Act or any state securities laws. The securities offered hereby are highly illiquid, and are not transferable except in accordance with the Securities Act. Consequently, the Securities may not be resold or otherwise transferred unless they are subsequently registered under applicable securities laws or an exemption therefrom is available. In view of these and other limitations to the transfer of the Securities as described herein, the Securities should be considered an illiquid investment which may need to be held indefinitely. Limitations on the transfer of the Securities may also adversely affect the price that a Subscriber might be able to obtain for such securities in a private sale. The price of the Units has been determined without a third party valuation or fairness opinion. We have set the price of Units without the benefit of any third party valuation or fairness opinion or review. You must make your own determination as to the accuracy, fairness or reasonableness of the price of the Units and the other terms of the Offering. We will have significant discretion over the use of the gross proceeds. The Company intends to use the net proceeds of this Offering for general corporate purposes and to meet working capital needs. Accordingly, Company management will have broad discretion as to the application of such proceeds. There can be no assurance that management’s use of proceeds generated through this Offering will prove optimal or translate into revenue or profitability for the Company. There is no investor counsel. The Company has not retained any independent professionals to review or comment on this Offering or otherwise protect the interests of Subscribers. Although the Company has retained its own counsel, neither such firm nor any other firm has made any independent examination of any factual matters represented by management herein, and purchasers of the Securities offered hereby should not rely on any such firms so retained with respect to any matters herein described. No governmental entity has evaluated our securities. No federal or state commission, department or agency has made any evaluation, finding, recommendation or endorsement with respect to the Securities. Additional stock offerings in the future may dilute then-existing shareholders’ percentage ownership of the Company. Given our plans and expectations that we will need additional capital and personnel, we anticipate that we will need to issue additional shares of common stock or securities convertible or exercisable for shares of common stock, including convertible preferred stock, convertible notes, stock options or warrants. The issuance of additional securities in the future will dilute the percentage ownership of then current stockholders. Without limiting the generality of the foregoing, the Company may conduct other offerings concurrent with this offering. Subscribers in this Offering who are not holders of the Company’s Series F Preferred Stock or Series G Preferred Stock will fluctuatebe subject to additional dilution. Pursuant to the Series J Certificate of Designation, Xxxxxxx stockholders cansubscribers in this Offering who are holders of the Company’s outstanding shares of Series F Preferred Stock or Series G Preferred Stock, at such time as they convert Series J Preferred Stock to common stock, will be entitled to additional shares of common stock, pursuant to the formula set forth therein, that holders of Series J Preferred Stock who convert shares to common stock will not otherwise be entitled to. This will result in additional dilution to subscribers in this Offering who are not holders of the Company’s outstanding shares of Series F or G Preferred Stock and will thus not be certain entitled to such additional shares. We may be unable to redeem the Series I Preferred Shares when required. Pursuant to the Series I Certificate of Designation, the Company will be required to redeem the Series I Preferred Shares offered in this offering on the date that is two years following the final closing or expiration date for the applicable Tranche, for the stated value plus any accrued but unpaid dividends. There is no assurance the Company will be able to make such payment. Further, although such redemption will be secured by a security interest in the outstanding shares of our wholly-owned subsidiary, Progressive Water Treatment, Inc., pursuant to the Security Agreement, there is no assurance holders will be able to realize such amount pursuant to such security interest. In addition, we will be required to redeem any outstanding shares of our Series F Preferred Stock on September 1, 2020, which is prior to the date that we will be required to redeem our outstanding shares of Series I Preferred Stock, and may have an adverse effect on our available capital for such redemption. The Series I Preferred Shares will not have voting rights. Holders of the market Series I Preferred Shares, by virtue of holding such shares, will not have any voting rights, except as may be required under applicable law. Thus, the holders of the Series I Preferred Shares, by virtue of holding such shares, will have no right to participate in the election of directors of the Company or any other matter that may be brought to the vote of the shareholders of the Company. The Series I Preferred Shares will be subject to the Company’s right of redemption. Pursuant to the Series I Certificate of Designation, the Company will have the right to redeem outstanding shares of Series I Preferred Stock, in the Company’s discretion, subject to the terms and conditions set forth therein. Such redemption, if it occurs, may reduce the return on Series I Preferred Shares for Subscribers, as redeemed shares will no longer be entitled to further dividends. The Series I Preferred Stock will not be convertible to common stock. The Series I Preferred Stock will not be convertible to common stock. This may reduce the value of the Per Share Merger Consideration they will receive. Upon completion Series I Preferred Stock as the holders, by virtue of being holders of the MergerSeries I Preferred Shares, each holder of Xxxxxxx Common Stock, other than holders of dissenting shares, shall be entitled will not have the opportunity to receive, for each share of Xxxxxxx Common Stock, a number of shares of Era Common Stock equal to the Aggregate Merger Consideration divided by the number of shares of Xxxxxxx Common Stock outstanding immediately prior to the Merger (including benefit from any shares issued as a result of the Preferred Stock Conversion, any shares underlying Xxxxxxx options or restricted stock units and certain shares of Xxxxxxx Common Stock held in reserve), plus the cash value of any fractional shares of Era Common Stock that would otherwise be payable, as described under ‘‘The Merger—Terms of the Merger’’). Any change increase in the market price of Era Common Stock prior to completion the common stock. Investors should consult their own tax advisers regarding tax consequences of this Offering and the Merger will affect the value of any shares of Era Common Stock Xxxxxxx stockholders receive as consideration in the MergerSeries I and Series J Preferred Shares. The market price of Era Common Stock has fluctuated significantly since Company makes no representations regarding the signing of the Merger Agreement due tax treatment that will apply to the COVID-19 pandemic and a decrease in oil and natural gas prices since the execution of the Merger Agreement and may continue to fluctuate as a result of a variety of factorsSeries I Preferred Shares, including general market and economic conditions over the past month, changes in Era’s or Xxxxxxx’x respective businesses, operations and prospects, and regulatory considerations. Many of these factors are outside Era’s or Xxxxxxx’x control. Accordingly, at the time of the Xxxxxxx Consent Deadline, Xxxxxxx stockholders will not know or be able to calculate the market price of Era Common Stock that they will receive upon completion of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities during the pendency of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities and obligates Era and Xxxxxxx to generally operate their businesses in the ordinary course in all material respects during the pendency of the Merger absent Era’s or Xxxxxxx’x prior written consent, as applicable. These restrictions could prevent Era and Xxxxxxx from pursuing attractive business opportunities or responding effectively to competitive pressures and industry developments that arise prior to the consummation of the Merger or termination of the Merger Agreement and are outside the ordinary course of business. In particular, the Merger Agreement restricts each of Era and Xxxxxxx from making certain acquisitions and dispositions without the prior written consent of the other party. If Era or Xxxxxxx is unable to take actions it believes are beneficial, such restrictions could have an adverse effect on Era’s and/or Xxxxxxx’x business, financial condition and results of operations. The Merger Agreement contains provisions that limit Era’s and Xxxxxxx’x ability to pursue alternatives to the Merger, which could discourage a potential competing acquiror of Era or Xxxxxxx from making a favorable alternative transaction proposal and, in specified circumstances, could require Era or Xxxxxxx to pay a termination fee. The Merger Agreement contains certain provisions that restrict Era’s and Xxxxxxx’x ability to solicit, initiate, facilitate or encourage any inquiries regardingSeries J Preferred Shares, or the making of any proposal or offer that constitutes, a competing proposal, engage, continue or otherwise participate in any discussions or negotiations regarding, or furnish any non-public information to any person that has made or is, to the knowledge of Era or Xxxxxxx, as applicable, considering making a competing proposal, subject to customary exceptions and limitations. In addition, Era and Xxxxxxx generally have an opportunity to offer to modify the terms of the Merger Agreement in response to any third-party alternative transaction proposal before the Era Board or Xxxxxxx Board may change, qualify, withhold, withdraw or modify its recommendation that Era’s or Xxxxxxx’x stockholders, as applicable, approve the Merger. Further, even if the Era Board or the Xxxxxxx Board changes, qualifies, withholds, withdraws or modifies its recommendation, unless the Merger Agreement is terminated in accordance with its terms, Era or Xxxxxxx, as applicable, will still be required to submit the merger proposal to the vote of its stockholders. Upon termination of the Merger Agreement in certain circumstances relating to changes in the recommendation of the Era Board or Xxxxxxx Board in favor of the Merger or entry by Era or Xxxxxxx into an alternative transaction within 12 months of termination of the Merger Agreement, Era or Xxxxxxx will be required to pay a termination fee of $9.0 million, as applicable. These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Era or Xxxxxxx or pursuing an alternative transaction with Era or Xxxxxxx from considering or proposing such a transaction or might result in a potential third-party acquiror or merger partner proposing to pay a lower price to the stockholders of Era or Xxxxxxx than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances. If the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on Era’s and Xxxxxxx’x financial condition, stock price, results of operations, assets or business. Combining Era and Xxxxxxx may be more difficult, costly or time-consuming than currently expected, and Era and Xxxxxxx may fail to realize the anticipated benefits and cost savings of the Merger. Era and Xxxxxxx have operated and, until the completion of the Merger, will continue to operate, independently. The success of the Merger, including anticipated benefits and cost savings, will depend, in part, on Era’s and Xxxxxxx’x ability to successfully combine and integrate their businesses in a manner that does not materially disrupt existing customer relationships or result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect Era’s and/or Xxxxxxx’x ability to maintain relationships with customers and employees. The success of the Combined Company following the Merger may depend, in part, on the ability of Era and Xxxxxxx to integrate their two businesses, business models and cultures. If Era and Xxxxxxx experience difficulties in the integration process, including those listed above, they may fail to realize the anticipated benefits of the Merger in a timely manner or at all. The Combined Company’s business or results of operations or the value of its common stock may be materially and adversely affected as a result. Era and Xxxxxxx also expect to incur material one-time costs to achieve synergies and may fail to realize such estimated synergies. While Era and Xxxxxxx believe these synergies are achievable, their ability to achieve such estimated synergies in the amounts and time frame expected is subject to various assumptions by their management teams based on expectations that are subject to a number of risks, which may or may not be realized, the incurrence of other costs in Era and Xxxxxxx’x operations that may offset all or a portion of such synergies and other factors outside their control. As a consequence, Era and Xxxxxxx may not be able to realize all of these synergies within the time frame expected or at all. Era and Xxxxxxx may incur additional and/or unexpected costs to realize these synergies. In addition, if Era and Xxxxxxx fail to achieve the anticipated cost benefits in a timely manner, Era and Xxxxxxx may be unable realize all the anticipated synergies. Failure to achieve the expected synergies could significantly reduce the expected benefits associated with the Merger and adversely affect the Combined Company’s business, financial condition and results of operations. The completion of the Merger is subject to several conditions. There can be no assurances when or if the Merger will be completed. While Era and Xxxxxxx expect to complete the Merger in the middle of 2020, there can be no assurances as to the exact timing of completion of the Merger, or that the Merger will be completed at all. The completion of the Merger is subject to numerous conditionsthis Offering, including, among others, (i) receipt of requisite approvals of Era’s and Xxxxxxx’x stockholders and the filing of the Era Charter Amendment No. 1, (ii) the expiration of any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the ‘‘HSR Act’’) or any other antitrust laws, and there not being in effect any voluntary agreement with any antitrust authority under which Era and Xxxxxxx have agreed not to consummate the Merger, (iii) the absence of any governmental order or law prohibiting the consummation of the Merger, (iv) the effectiveness of the registration statement for the shares of Era Common Stock to be issued in the Merger and the authorization for listing of those shares on the NYSE, (v) the accuracy of the other party’s representations and warranties, subject to customary materiality standards, (vi) compliance of the other party with its respective covenants under the Merger Agreement in all material respects, and (vii) other customary closing conditions. If such conditions are not satisfied, the Merger will not be consummated unless such conditions are validly waived. Such conditions may jeopardize or delay consummation of the Merger or may reduce the anticipated benefits of the Merger. Further, no assurance can be given that the required approvals will be obtained or that the conditions to closing will be satisfied. Even if all such approvals are obtained, no assurance can be given as to the terms, conditions and timing of such approvals or that they will satisfy the terms of the Merger Agreement. If the Merger is not consummated by October 23, 2020 (as may be extended to a date no later than January 23, 2021 upon satisfaction of certain conditions to extension set forth in the Merger Agreement), either Era or Xxxxxxx may terminate the Merger Agreement. The Merger is subject to the requirements of the HSR Act, and regulatory authorities may impose conditions that could have an adverse effect on Era, Xxxxxxx and/or the Combined Company or that could delay, prevent or increase the costs associated with completion of the Merger. The Merger may not be consummated until notifications under the HSR Act are submitted to the Antitrust Division of the Department of Justice (the ‘‘DOJ’’) and the Federal Trade Commission (the ‘‘FTC’’) and the required waiting period has expired or been terminated. Era and Xxxxxxx submitted their respective Notification and Report forms under the HSR Act on February 6, 2020. On March 9, 2020, Era withdrew its Notification and Report form, and on March 11, 2020, Era refiled an updated Notification and Report form, thereby commencing a new thirty day waiting period, which expired on April 10, 2020 without any extension or further action by the U.S. antitrust agencies. In addition, private parties who may be adversely affected by the Merger and individual states may bring legal action under the antitrust laws in certain circumstances. Although Xxxxxxx and Era believe the consummation of the Merger will not likely be prohibited under the antitrust laws, there can be no assurance that a challenge to the Merger on antitrust grounds will not be made and, if a challenge is made, what the result will be. Under the Merger Agreement, Era and Xxxxxxx have agreed to use their reasonable best efforts to avoid or eliminate each and every impediment to consummation of the transaction under any applicable law that may be asserted by any governmental entity and to obtain all regulatory clearances or observe all regulatory review periods necessary to consummate the Merger and the transactions contemplated by the Merger Agreement as soon as commercially practicable so as to enable the closing to occur as soon as reasonably possible (and in any event, not later than the End Date). In addition, in order to consummate the Merger, Era and Xxxxxxx may be required to comply with conditions, terms, obligations or restrictions imposed by governmental entities under any antitrust law, including divestitures, and such conditions, terms, obligations or restrictions may have the effect of delaying consummation of the Merger, imposing additional material costs on or materially limiting the revenue of the Combined Company after the consummation of the Merger, or otherwise reducing the anticipated benefits to the Combined Company of the Merger. Such conditions, terms, obligations or restrictions may result in the delay or abandonment of the Merger. Notwithstanding any of the foregoing, Era and Xxxxxxx will not be obligated to negotiate, commit to or effect any action that would result in the sale, divestiture, disposal, holding separate, or other disposition of assets, contracts, businesses or product lines of Era and Xxxxxxx, or their respective subsidiaries generating, in the aggregate, Revenues (as defined below) in an aggregate amount in excess of $10.0 million. ‘‘Revenues’’ as used in the immediately preceding sentence meanslimitation, with respect to any asset, contract, business dividend or product line, gross revenues associated therewith for redemption payments under the twelve months ended December 31, 2019Series I Preferred Shares. Subscribers should consult their own tax advisers regarding such tax consequences.

RISK FACTORS. In addition to the other information contained in or incorporated by reference into this joint proxy and consent solicitation statement/prospectus, including the matters addressed under the heading ‘‘Cautionary Statement Regarding Forward-Looking Statements,’’ you should carefully consider the following risk factors in deciding how to vote on or whether to consent or withhold consent to the proposals presented in this joint proxy and consent solicitation statement/prospectus. You should also consider the other information in, and the other documents incorporated by reference into, this joint proxy and consent solicitation statement/prospectus, including in particular the risk factors associated with Era’s business contained under the heading ‘‘Risk Factors’’ in Era’s Annual Report on Form 10-K for the year ended December 31, 2019. See ‘‘Where You Can Find More Information’’. Risks Related to the Merger Because the market price of Era Common Stock will fluctuate, Xxxxxxx stockholders cannot be certain of the market value of the Per Share Merger Consideration they will receive. Upon completion of the Merger, each holder of Xxxxxxx Common Stock, other than holders of dissenting shares, shall be entitled to receive, for each share of Xxxxxxx Common Stock, a number of shares of Era Common Stock equal to the Aggregate Merger Consideration divided by the number of shares of Xxxxxxx Common Stock outstanding immediately prior to the Merger (including any shares issued as a result of the Preferred Stock Conversion, any shares underlying Xxxxxxx options or restricted stock units and certain shares of Xxxxxxx Common Stock held in reserve), plus the cash value of any fractional shares of Era Common Stock that would otherwise be payable, as described under ‘‘The Merger—Terms of the Merger’’). Any change An investment in the market price of Era Common Stock prior to completion of the Merger will affect the value of notes involves certain risks. If any shares of Era Common Stock Xxxxxxx stockholders receive as consideration in the Merger. The market price of Era Common Stock has fluctuated significantly since the signing of the Merger Agreement due to the COVID-19 pandemic and a decrease in oil and natural gas prices since the execution of the Merger Agreement and may continue to fluctuate as a result of a variety of factors, including general market and economic conditions over the past month, changes in Era’s or Xxxxxxx’x respective businesses, operations and prospects, and regulatory considerations. Many of these factors are outside Era’s or Xxxxxxx’x control. Accordinglyrisks were to occur, at the time of the Xxxxxxx Consent Deadline, Xxxxxxx stockholders will not know or be able to calculate the market price of Era Common Stock that they will receive upon completion of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities during the pendency of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities and obligates Era and Xxxxxxx to generally operate their businesses in the ordinary course in all material respects during the pendency of the Merger absent Era’s or Xxxxxxx’x prior written consent, as applicable. These restrictions could prevent Era and Xxxxxxx from pursuing attractive business opportunities or responding effectively to competitive pressures and industry developments that arise prior to the consummation of the Merger or termination of the Merger Agreement and are outside the ordinary course of our business. In particular, the Merger Agreement restricts each of Era and Xxxxxxx from making certain acquisitions and dispositions without the prior written consent of the other party. If Era or Xxxxxxx is unable to take actions it believes are beneficial, such restrictions could have an adverse effect on Era’s and/or Xxxxxxx’x business, financial condition and results of operations. The Merger Agreement contains provisions that limit Era’s and Xxxxxxx’x ability to pursue alternatives to the Merger, which could discourage a potential competing acquiror of Era or Xxxxxxx from making a favorable alternative transaction proposal and, in specified circumstances, could require Era or Xxxxxxx to pay a termination fee. The Merger Agreement contains certain provisions that restrict Era’s and Xxxxxxx’x ability to solicit, initiate, facilitate or encourage any inquiries regarding, or the making of any proposal or offer that constitutes, a competing proposal, engage, continue or otherwise participate in any discussions or negotiations regarding, or furnish any non-public information to any person that has made or is, to the knowledge of Era or Xxxxxxx, as applicable, considering making a competing proposal, subject to customary exceptions and limitations. In addition, Era and Xxxxxxx generally have an opportunity to offer to modify the terms of the Merger Agreement in response to any third-party alternative transaction proposal before the Era Board or Xxxxxxx Board may change, qualify, withhold, withdraw or modify its recommendation that Era’s or Xxxxxxx’x stockholders, as applicable, approve the Merger. Further, even if the Era Board or the Xxxxxxx Board changes, qualifies, withholds, withdraws or modifies its recommendation, unless the Merger Agreement is terminated in accordance with its terms, Era or Xxxxxxx, as applicable, will still be required to submit the merger proposal to the vote of its stockholders. Upon termination of the Merger Agreement in certain circumstances relating to changes in the recommendation of the Era Board or Xxxxxxx Board in favor of the Merger or entry by Era or Xxxxxxx into an alternative transaction within 12 months of termination of the Merger Agreement, Era or Xxxxxxx will be required to pay a termination fee of $9.0 million, as applicable. These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Era or Xxxxxxx or pursuing an alternative transaction with Era or Xxxxxxx from considering or proposing such a transaction or might result in a potential third-party acquiror or merger partner proposing to pay a lower price to the stockholders of Era or Xxxxxxx than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances. If the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on Era’s and Xxxxxxx’x financial condition, stock price, results of operations, assets cash flows and financial condition could be materially adversely affected. In that case, the value of the notes could decline, and you could lose part or all of your investment. Risks Relating to the Notes We may elect to defer interest payments on the notes at our option for one or more periods of up to ten consecutive years. We may elect to defer payment of all or part of the current and accrued interest otherwise due on the notes for one or more periods of up to ten consecutive years, as described under “Description of the Notes — Optional Deferral of Interest.” If we exercise this option, you will not receive any current income on your investment in the notes during such deferral period. In addition, although we are not permitted to defer payment of interest for more than ten consecutive years, we are permitted to defer interest for multiple periods of less than ten years without triggering an event of default. We will not be able to pay current interest on the notes until we have paid all Deferred Interest, which could have the effect of extending interest deferral periods. We will be prohibited from paying current interest on the notes until we have paid all Deferred Interest on the notes, even if we have cash available from other sources. As a result, we will not be able to pay current interest on the notes, even if we have funds available to pay such current interest, if we do not have available funds to pay all Deferred Interest. The notes are subordinated to substantially all of our direct indebtedness. Our payment obligations under the notes are unsecured and will be subordinate and rank junior in right of payment to all of our current and future “senior indebtedness,” including our indebtedness for borrowed money, indebtedness evidenced by bonds, debentures, notes or similar instruments, obligations arising from or with respect to guarantees and direct credit substitutes, obligations associated with hxxxxx and derivative products, capitalized lease obligations and other senior indebtedness, excluding our trade account payables, certain other liabilities arising in the ordinary course of our business, any of our indebtedness which by its terms is expressly made equal in rank with or subordinated to the notes and indebtedness owed by us to our majority-owned subsidiaries. Combining Era We cannot make any payments on the notes if we have defaulted on a payment of senior indebtedness and Xxxxxxx do not cure the default within the applicable grace period, or if the senior indebtedness becomes immediately due because of a default and has not yet been paid in full. As a result of the subordination provisions discussed in “Description of the Notes — Subordination; Ranking of the Notes,” in the event of our insolvency, funds that we would otherwise use to pay the holders of the notes will be used to pay the holders of our senior indebtedness to the extent necessary to pay such indebtedness in full. As a result of those payments, the notes may recover less, ratably, than the holders of our senior indebtedness. In addition, the holders of all of our senior indebtedness may, under certain circumstances, restrict or prohibit us from making payments on the notes. The indenture does not limit our ability to incur additional indebtedness and other obligations, including indebtedness and other obligations that rank senior to or pari passu with the notes. At June 30, 2006, the direct indebtedness of Enterprise that is senior to the notes totaled approximately $4.8 billion. In addition, the notes will be effectively subordinated to all of our subsidiaries’ and unconsolidated affiliates’ existing and future indebtedness and other obligations. At June 30, 2006, indebtedness of our subsidiaries and unconsolidated affiliates totaled approximately $552.7 million. If interest on the notes is deferred, holders of the notes will be required to recognize income for United States federal income tax purposes at the time interest accrues regardless of their method of accounting before they actually receive interest payments in cash. If we defer interest payments on the notes, each holder of the notes will be required to accrue income for United States federal income tax purposes in the amount of the Deferred Interest on the notes, in the form of original issue discount. In that event, you, as a holder of notes, • will recognize income for United States federal income tax purposes in advance of the receipt of cash corresponding to that income even if you are on the cash basis of accounting; and • will not receive the cash related to that income from us if you dispose of your notes prior to the applicable record date for any payments of those amounts. The interest rate of the notes will fluctuate when the fixed rate period ends, and may from time to time decline below the fixed rate. After the conclusion of the Fixed Rate Period for the notes, on August 1, 2016, the notes will begin to bear interest at a floating rate equal to the 3-month LIBOR Rate for the related interest period plus 3.7075%. The floating rate may be more difficultvolatile over time and could be substantially less than the fixed rate. In addition to experiencing a decline in current interest income, costly or time-consuming than currently expected, and Era and Xxxxxxx may fail to realize the anticipated benefits and cost savings holders of the Mergernotes could also encounter a reduction in the value of their notes. Era and Xxxxxxx have operated and, until We may elect to cause the completion redemption of the Merger, will continue to operate, independentlynotes when prevailing interest rates are relatively low. The success of We may redeem the Merger, including anticipated benefits and cost savings, will depend, notes: • in whole or in part, on Era’s one or more occasions at any time on or after August 1, 2016 at 100% of their principal amount plus accrued and Xxxxxxx’x ability to successfully combine and integrate their businesses in a manner that does not materially disrupt existing customer relationships or result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employeesunpaid interest, the disruption of either company’s ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect Era’s and/or Xxxxxxx’x ability to maintain relationships with customers and employees. The success as discussed under “Description of the Combined Company following Notes — Redemption;” or • in whole or in part at any time prior to August 1, 2016 upon payment of the Merger Make-Whole Redemption Price, as discussed under “Description of the Notes — Redemption.” We may dependchoose to redeem the notes for a variety of reasons, in part, including when prevailing interest rates are lower than the then applicable interest rate on the ability of Era and Xxxxxxx to integrate their two businessesnotes. In that case, business models and cultures. If Era and Xxxxxxx experience difficulties in the integration process, including those listed above, they may fail to realize the anticipated benefits of the Merger in a timely manner or at all. The Combined Company’s business or results of operations or the value of its common stock may be materially and adversely affected as a result. Era and Xxxxxxx also expect to incur material one-time costs to achieve synergies and may fail to realize such estimated synergies. While Era and Xxxxxxx believe these synergies are achievable, their ability to achieve such estimated synergies in the amounts and time frame expected is subject to various assumptions by their management teams based on expectations that are subject to a number of risks, which may or may not be realized, the incurrence of other costs in Era and Xxxxxxx’x operations that may offset all or a portion of such synergies and other factors outside their control. As a consequence, Era and Xxxxxxx you may not be able to realize reinvest the redemption proceeds in a comparable security at an effective interest rate as high as the interest rate on the notes. Enterprise Parent’s guarantee of the notes is subordinate to all of these synergies within its senior indebtedness. Enterprise Parent’s guarantee of the time frame expected notes will be subordinate and rank junior in right of payment to all of its current and future “senior indebtedness,” including Enterprise Parent’s indebtedness for borrowed money, indebtedness evidenced by bonds, debentures, notes or at allsimilar instruments, obligations arising from or with respect to guarantees and direct credit substitutes, obligations associated with hxxxxx and derivative products, capitalized lease obligations and other senior indebtedness, excluding its trade account payables, certain other liabilities arising in the ordinary course of its business, any indebtedness which by its terms is expressly made equal in rank with or subordinated to its guarantee of the notes and obligations owed by Enterprise Parent to its majority-owned subsidiaries. Era Enterprise Parent will not be permitted to make any payments under the guarantee if it has defaulted on a payment of senior indebtedness. We may require cash from our subsidiaries to make payments on the notes. We conduct the majority of our operations through our subsidiaries and Xxxxxxx unconsolidated affiliates, some of which are not wholly-owned, and we rely to a significant extent on interest payments, dividends, proceeds from inter-company transactions and loans from those entities to meet our obligations for payment of principal and interest on our outstanding debt obligations and corporate expenses, including interest payments on the notes, which may incur additional and/or unexpected costs be subject to realize these synergiescontractual restrictions. In additionAccordingly, if Era the notes are structurally subordinated to all existing and Xxxxxxx fail future liabilities of our subsidiaries and unconsolidated affiliates. Holders of notes should look only to achieve our assets and the anticipated cost benefits assets of Enterprise Parent, and not any of our subsidiaries or unconsolidated affiliates, for payments on the notes. If we are unable to obtain cash from such entities to fund required payments in a timely mannerrespect of the notes, Era and Xxxxxxx we may be unable realize all to make payments of principal of or interest on the anticipated synergiesnotes. Failure Our right to achieve redeem or repurchase the expected synergies could significantly reduce notes is limited by a covenant that we are making in favor of certain other debtholders. By their terms, the expected benefits associated with the Merger and adversely affect the Combined Company’s business, financial condition and results of operations. The completion notes may be redeemed by us before their maturity as described in “Description of the Merger Notes — Redemption.” However, we are a party to a “Replacement Capital Covenant,” which is subject described under “Certain Terms of the Replacement Capital Covenant,” that will limit our right to several conditionsredeem or repurchase notes. There can be no assurances when or if In the Merger will be completed. While Era and Xxxxxxx expect to complete Replacement Capital Covenant, we covenant for the Merger in the middle benefit of 2020, there can be no assurances as holders of a designated series of our long-term indebtedness that ranks senior to the exact timing of completion of the Merger, notes that we will not redeem or that the Merger will be completed at all. The completion of the Merger is subject to numerous conditions, including, among others, (i) receipt of requisite approvals of Era’s and Xxxxxxx’x stockholders and the filing of the Era Charter Amendment No. repurchase notes on or before August 1, (ii) the expiration of any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the ‘‘HSR Act’’) or any other antitrust laws, and there not being in effect any voluntary agreement with any antitrust authority under which Era and Xxxxxxx have agreed not to consummate the Merger, (iii) the absence of any governmental order or law prohibiting the consummation of the Merger, (iv) the effectiveness of the registration statement for the shares of Era Common Stock to be issued in the Merger and the authorization for listing of those shares on the NYSE, (v) the accuracy of the other party’s representations and warranties2036 unless, subject to customary materiality standardscertain limitations, (vi) compliance during the 180 days prior to the date of that redemption or repurchase we, Enterprise Parent or one of our or its subsidiaries has received a specified amount of proceeds from the sale of qualifying securities that have characteristics that are the same as, or more equity-like than, the applicable characteristics of the other party with its respective covenants notes. Our ability to raise proceeds from the sale of securities that qualify under the Merger Agreement in all material respectsReplacement Capital Covenant during the 180 days prior to a proposed redemption or repurchase will depend on, and (vii) among other customary closing conditions. If such conditions are not satisfiedthings, the Merger will not be consummated unless condition of our business and our financial condition, market conditions at such conditions are validly waived. Such conditions may jeopardize or delay consummation time as well as the acceptability to prospective investors of the Merger or may reduce the anticipated benefits of the Merger. Further, no assurance can be given that the required approvals will be obtained or that the conditions to closing will be satisfied. Even if all such approvals are obtained, no assurance can be given as to the terms, conditions and timing of such approvals or that they will satisfy the terms of the Merger Agreementthose securities. If the Merger is not consummated by October 23Accordingly, 2020 (as may there could be extended circumstances where we would wish to a date no later than January 23, 2021 upon satisfaction of certain conditions to extension set forth in the Merger Agreement), either Era redeem or Xxxxxxx may terminate the Merger Agreement. The Merger is subject to the requirements repurchase some or all of the HSR Actnotes and sufficient cash is available for that purpose, and regulatory authorities may impose conditions but we are restricted from doing so because we have not been able to obtain proceeds from the sale of securities that could have an adverse effect on Era, Xxxxxxx and/or the Combined Company or that could delay, prevent or increase the costs associated with completion of the Merger. The Merger may not be consummated until notifications qualify under the HSR Act are submitted to the Antitrust Division of the Department of Justice (the ‘‘DOJ’’) and the Federal Trade Commission (the ‘‘FTC’’) and the required waiting period has expired or been terminated. Era and Xxxxxxx submitted their respective Notification and Report forms under the HSR Act on February 6, 2020. On March 9, 2020, Era withdrew its Notification and Report form, and on March 11, 2020, Era refiled an updated Notification and Report form, thereby commencing a new thirty day waiting period, which expired on April 10, 2020 without any extension or further action by the U.S. antitrust agencies. In addition, private parties who may be adversely affected by the Merger and individual states may bring legal action under the antitrust laws in certain circumstances. Although Xxxxxxx and Era believe the consummation of the Merger will not likely be prohibited under the antitrust laws, there can be no assurance that a challenge to the Merger on antitrust grounds will not be made and, if a challenge is made, what the result will be. Under the Merger Agreement, Era and Xxxxxxx have agreed to use their reasonable best efforts to avoid or eliminate each and every impediment to consummation of the transaction under any applicable law that may be asserted by any governmental entity and to obtain all regulatory clearances or observe all regulatory review periods necessary to consummate the Merger and the transactions contemplated by the Merger Agreement as soon as commercially practicable so as to enable the closing to occur as soon as reasonably possible (and in any event, not later than the End Date). In addition, in order to consummate the Merger, Era and Xxxxxxx may be required to comply with conditions, terms, obligations or restrictions imposed by governmental entities under any antitrust law, including divestitures, and such conditions, terms, obligations or restrictions may have the effect of delaying consummation of the Merger, imposing additional material costs on or materially limiting the revenue of the Combined Company after the consummation of the Merger, or otherwise reducing the anticipated benefits to the Combined Company of the Merger. Such conditions, terms, obligations or restrictions may result in the delay or abandonment of the Merger. Notwithstanding any of the foregoing, Era and Xxxxxxx will not be obligated to negotiate, commit to or effect any action that would result in the sale, divestiture, disposal, holding separate, or other disposition of assets, contracts, businesses or product lines of Era and Xxxxxxx, or their respective subsidiaries generating, in the aggregate, Revenues (as defined below) in an aggregate amount in excess of $10.0 million. ‘‘Revenues’’ as used in the immediately preceding sentence means, with respect to any asset, contract, business or product line, gross revenues associated therewith for the twelve months ended December 31, 2019Replacement Capital Covenant.

RISK FACTORS. In addition to the other information contained in or included and incorporated by reference into this joint proxy and consent solicitation statement/statement/ prospectus, including the matters addressed under in the heading ‘‘section entitled “Cautionary Statement Regarding Forward-Forward- Looking Statements,’’ ” beginning on page 27, you should carefully consider the following risk factors in risks before deciding how whether to vote on for the Dow merger proposal and the Dow compensation proposal, in the case of Dow stockholders, or whether to consent or withhold consent to for the proposals presented DuPont merger proposal and the DuPont compensation proposal, in this joint proxy the case of DuPont stockholders. In addition, you should read and consent solicitation statement/prospectus. You should also consider the other information in, and the other documents incorporated by reference into, this joint proxy and consent solicitation statement/prospectus, including in particular the risk factors risks associated with Eraeach of the businesses of Dow and DuPont because these risks will also affect DowDuPont after the consummation of the mergers. Descriptions of some of these risks can be found in Dow’s business contained under the heading ‘‘Risk Factors’’ in Eraand DuPont’s Annual Report on Form 10-K for the fiscal year ended December 31, 20192015, each of which are filed with the SEC and incorporated by reference into this joint proxy statement/prospectus. You should also read and consider the other information in this joint proxy statement/prospectus and the other documents incorporated by reference into this joint proxy statement/ prospectus. See ‘‘the section entitled “Where You Can Find More Information’’” beginning on page 217. Risks Related to the Mergers DuPont Stockholders and Dow Stockholders Cannot Be Sure of the Value of the Merger Consideration They Will Receive. DuPont stockholders and Dow stockholders will receive a fixed number of shares of DowDuPont common stock in the DuPont merger and the Dow merger, respectively, rather than a number of shares of DowDuPont common stock with a particular fixed market value. The market values of DuPont common stock and Dow common stock at the effective time may vary significantly from their prices on the date prior to the date of the first public reports regarding negotiations relating to the mergers, the date the merger agreement was executed, the date of this joint proxy statement/prospectus or the date on which DuPont stockholders and Dow stockholders vote on the DuPont merger proposal and the Dow merger proposal, respectively. Because the market price of Era Common Stock respective DuPont and Dow exchange ratios are fixed and will fluctuate, Xxxxxxx stockholders cannot be certain adjusted to reflect any changes in the market prices of DuPont common stock or Dow common stock, the market value of the Per Share Merger Consideration they will receiveDowDuPont common stock issued in the DuPont merger or the Dow merger, as applicable, and the DuPont common stock and Dow common stock surrendered in the DuPont merger and the Dow merger, respectively, may be higher or lower than the values of these shares on earlier dates. Upon completion All of the Merger, each holder of Xxxxxxx Common Stock, merger consideration to be received by DuPont stockholders and Dow stockholders will be DowDuPont common stock (other than holders cash in lieu of dissenting shares, shall be entitled to receive, for each share of Xxxxxxx Common Stock, a number of shares of Era Common Stock equal to the Aggregate Merger Consideration divided by the number of shares of Xxxxxxx Common Stock outstanding immediately prior to the Merger (including any shares issued as a result of the Preferred Stock Conversion, any shares underlying Xxxxxxx options or restricted stock units and certain shares of Xxxxxxx Common Stock held in reserve), plus the cash value of any fractional shares of Era Common Stock that would otherwise be payable, as described under ‘‘The Merger—Terms of the Merger’’received by DuPont stockholders). Any change in the market price of Era Common Stock prior to completion of the Merger will affect the value of any shares of Era Common Stock Xxxxxxx stockholders receive as consideration in the Merger. The market price of Era Common Stock has fluctuated significantly since the signing of the Merger Agreement due to the COVID-19 pandemic and a decrease in oil and natural gas prices since the execution of the Merger Agreement and may continue to fluctuate as a result of a variety of factors, including general market and economic conditions over the past month, changes in Era’s or Xxxxxxx’x respective businesses, operations and prospects, and regulatory considerations. Many of these factors are outside Era’s or Xxxxxxx’x control. Accordingly, at At the time of the Xxxxxxx Consent Deadlinespecial meetings, Xxxxxxx DuPont stockholders and Dow stockholders will not know or be able to calculate determine the market price value of Era Common Stock that the DowDuPont common stock they will may receive upon completion of the Mergermergers. The Merger Agreement subjects Era Changes in the market prices of DuPont common stock and Xxxxxxx to restrictions on Dow common stock may result from a variety of factors that are beyond the control of DuPont or Dow, including changes in their business activities during the pendency respective businesses, operations and prospects, regulatory considerations, governmental actions, and legal proceedings and other developments. Market assessments of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities and obligates Era and Xxxxxxx to generally operate their businesses in the ordinary course in all material respects during the pendency benefits of the Merger absent Era’s or Xxxxxxx’x prior written consentmergers, as applicablethe likelihood that the mergers will be completed and general and industry-specific market and economic conditions may also have an effect on the market price of DuPont common stock and Dow common stock. These restrictions could prevent Era Changes in market prices of DuPont common stock and Xxxxxxx from pursuing attractive business opportunities or responding effectively to competitive pressures Dow common stock may also be caused by fluctuations and industry developments that arise affecting industry-specific and general economic and market conditions and may have an adverse effect on DuPont common stock and Dow common stock prior to the consummation of the Merger or termination mergers. Neither DuPont nor Dow is permitted to terminate the merger agreement solely because of changes in the Merger Agreement and are outside the ordinary course market prices of business. In particular, the Merger Agreement restricts each of Era and Xxxxxxx from making certain acquisitions and dispositions without the prior written consent of the other either party. If Era or Xxxxxxx is unable to take actions it believes are beneficial, such restrictions could have an adverse effect on Era’s and/or Xxxxxxx’x business, financial condition and results of operations. The Merger Agreement contains provisions that limit Era’s and Xxxxxxx’x ability to pursue alternatives to the Merger, which could discourage a potential competing acquiror of Era or Xxxxxxx from making a favorable alternative transaction proposal and, in specified circumstances, could require Era or Xxxxxxx to pay a termination fee. The Merger Agreement contains certain provisions that restrict Era’s and Xxxxxxx’x ability to solicit, initiate, facilitate or encourage any inquiries regarding, or the making of any proposal or offer that constitutes, a competing proposal, engage, continue or otherwise participate in any discussions or negotiations regarding, or furnish any non-public information to any person that has made or is, to the knowledge of Era or Xxxxxxx, as applicable, considering making a competing proposal, subject to customary exceptions and limitationscommon stock. In addition, Era the market values of DuPont common stock and Xxxxxxx generally have an opportunity to offer to modify Dow common stock may vary significantly from the terms date of the Merger Agreement in response to any third-party alternative transaction proposal before the Era Board or Xxxxxxx Board may change, qualify, withhold, withdraw or modify its recommendation that Era’s or Xxxxxxx’x stockholders, as applicable, approve the Merger. Further, even if the Era Board or the Xxxxxxx Board changes, qualifies, withholds, withdraws or modifies its recommendation, unless the Merger Agreement is terminated in accordance with its terms, Era or Xxxxxxx, as applicable, will still be required to submit the merger proposal special meetings to the vote date of its stockholders. Upon termination of the Merger Agreement in certain circumstances relating to changes in the recommendation of the Era Board or Xxxxxxx Board in favor of the Merger or entry by Era or Xxxxxxx into an alternative transaction within 12 months of termination of the Merger Agreement, Era or Xxxxxxx will be required to pay a termination fee of $9.0 million, as applicable. These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Era or Xxxxxxx or pursuing an alternative transaction with Era or Xxxxxxx from considering or proposing such a transaction or might result in a potential third-party acquiror or merger partner proposing to pay a lower price to the stockholders of Era or Xxxxxxx than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances. If the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on Era’s and Xxxxxxx’x financial condition, stock price, results of operations, assets or business. Combining Era and Xxxxxxx may be more difficult, costly or time-consuming than currently expected, and Era and Xxxxxxx may fail to realize the anticipated benefits and cost savings of the Merger. Era and Xxxxxxx have operated and, until the completion of the Mergermergers. You are urged to obtain up-to-date prices for DuPont common stock and Dow common stock. There is no assurance that the mergers will be completed, that there will continue to operate, independently. The success not be a delay in the completion of the Mergermergers, including anticipated benefits and cost savings, will depend, in part, on Era’s and Xxxxxxx’x ability to successfully combine and integrate their businesses in a manner or that does not materially disrupt existing customer relationships all or result in decreased revenues due to loss any of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect Era’s and/or Xxxxxxx’x ability to maintain relationships with customers and employees. The success of the Combined Company following the Merger may depend, in part, on the ability of Era and Xxxxxxx to integrate their two businesses, business models and cultures. If Era and Xxxxxxx experience difficulties in the integration process, including those listed above, they may fail to realize the anticipated benefits of the Merger in a timely manner or at allmergers will be obtained. The Combined Company’s business or results See “Comparative Stock Prices and Dividends” for ranges of operations or the value historic prices of its DuPont common stock may be materially and adversely affected as a result. Era and Xxxxxxx also expect to incur material one-time costs to achieve synergies and may fail to realize such estimated synergies. While Era and Xxxxxxx believe these synergies are achievable, their ability to achieve such estimated synergies in the amounts and time frame expected is subject to various assumptions by their management teams based on expectations that are subject to a number of risks, which may or may not be realized, the incurrence of other costs in Era and Xxxxxxx’x operations that may offset all or a portion of such synergies and other factors outside their control. As a consequence, Era and Xxxxxxx may not be able to realize all of these synergies within the time frame expected or at all. Era and Xxxxxxx may incur additional and/or unexpected costs to realize these synergies. In addition, if Era and Xxxxxxx fail to achieve the anticipated cost benefits in a timely manner, Era and Xxxxxxx may be unable realize all the anticipated synergies. Failure to achieve the expected synergies could significantly reduce the expected benefits associated with the Merger and adversely affect the Combined Company’s business, financial condition and results of operations. The completion of the Merger is subject to several conditions. There can be no assurances when or if the Merger will be completed. While Era and Xxxxxxx expect to complete the Merger in the middle of 2020, there can be no assurances as to the exact timing of completion of the Merger, or that the Merger will be completed at all. The completion of the Merger is subject to numerous conditions, including, among others, (i) receipt of requisite approvals of Era’s and Xxxxxxx’x stockholders and the filing of the Era Charter Amendment No. 1, (ii) the expiration of any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the ‘‘HSR Act’’) or any other antitrust laws, and there not being in effect any voluntary agreement with any antitrust authority under which Era and Xxxxxxx have agreed not to consummate the Merger, (iii) the absence of any governmental order or law prohibiting the consummation of the Merger, (iv) the effectiveness of the registration statement for the shares of Era Common Stock to be issued in the Merger and the authorization for listing of those shares on the NYSE, (v) the accuracy of the other party’s representations and warranties, subject to customary materiality standards, (vi) compliance of the other party with its respective covenants under the Merger Agreement in all material respects, and (vii) other customary closing conditions. If such conditions are not satisfied, the Merger will not be consummated unless such conditions are validly waived. Such conditions may jeopardize or delay consummation of the Merger or may reduce the anticipated benefits of the Merger. Further, no assurance can be given that the required approvals will be obtained or that the conditions to closing will be satisfied. Even if all such approvals are obtained, no assurance can be given as to the terms, conditions and timing of such approvals or that they will satisfy the terms of the Merger Agreement. If the Merger is not consummated by October 23, 2020 (as may be extended to a date no later than January 23, 2021 upon satisfaction of certain conditions to extension set forth in the Merger Agreement), either Era or Xxxxxxx may terminate the Merger Agreement. The Merger is subject to the requirements of the HSR Act, and regulatory authorities may impose conditions that could have an adverse effect on Era, Xxxxxxx and/or the Combined Company or that could delay, prevent or increase the costs associated with completion of the Merger. The Merger may not be consummated until notifications under the HSR Act are submitted to the Antitrust Division of the Department of Justice (the ‘‘DOJ’’) and the Federal Trade Commission (the ‘‘FTC’’) and the required waiting period has expired or been terminated. Era and Xxxxxxx submitted their respective Notification and Report forms under the HSR Act on February 6, 2020. On March 9, 2020, Era withdrew its Notification and Report form, and on March 11, 2020, Era refiled an updated Notification and Report form, thereby commencing a new thirty day waiting period, which expired on April 10, 2020 without any extension or further action by the U.S. antitrust agencies. In addition, private parties who may be adversely affected by the Merger and individual states may bring legal action under the antitrust laws in certain circumstances. Although Xxxxxxx and Era believe the consummation of the Merger will not likely be prohibited under the antitrust laws, there can be no assurance that a challenge to the Merger on antitrust grounds will not be made and, if a challenge is made, what the result will be. Under the Merger Agreement, Era and Xxxxxxx have agreed to use their reasonable best efforts to avoid or eliminate each and every impediment to consummation of the transaction under any applicable law that may be asserted by any governmental entity and to obtain all regulatory clearances or observe all regulatory review periods necessary to consummate the Merger and the transactions contemplated by the Merger Agreement as soon as commercially practicable so as to enable the closing to occur as soon as reasonably possible (and in any event, not later than the End Date). In addition, in order to consummate the Merger, Era and Xxxxxxx may be required to comply with conditions, terms, obligations or restrictions imposed by governmental entities under any antitrust law, including divestitures, and such conditions, terms, obligations or restrictions may have the effect of delaying consummation of the Merger, imposing additional material costs on or materially limiting the revenue of the Combined Company after the consummation of the Merger, or otherwise reducing the anticipated benefits to the Combined Company of the Merger. Such conditions, terms, obligations or restrictions may result in the delay or abandonment of the Merger. Notwithstanding any of the foregoing, Era and Xxxxxxx will not be obligated to negotiate, commit to or effect any action that would result in the sale, divestiture, disposal, holding separate, or other disposition of assets, contracts, businesses or product lines of Era and Xxxxxxx, or their respective subsidiaries generating, in the aggregate, Revenues (as defined below) in an aggregate amount in excess of $10.0 million. ‘‘Revenues’’ as used in the immediately preceding sentence means, with respect to any asset, contract, business or product line, gross revenues associated therewith for the twelve months ended December 31, 2019Dow common stock.

RISK FACTORS. In addition to the other information contained in or included and incorporated by reference into this joint proxy and consent solicitation statement/prospectus, including the matters addressed under in the heading section titled ‘‘Cautionary Statement Regarding Forward-Looking Statements,’’ you should carefully consider the following risk factors in risks before deciding how whether to vote on or whether to consent or withhold consent to for the proposals presented in this joint proxy charter amendment proposal and consent solicitation statement/prospectusthe stock issuance proposal. You In addition, you should also read and carefully consider the other information in, and the other documents incorporated by reference into, this joint proxy and consent solicitation statement/prospectus, including in particular the risk factors risks associated with Era’s business contained under the heading ‘‘Risk Factors’’ our business. These risks can be found in Era’s our Annual Report on Form 10-K for the year ended December 31, 20192013, as updated by subsequent Quarterly Reports on Form 10-Q, all of which are filed with the SEC and incorporated by reference into this proxy statement. See For further information regarding the documents incorporated into this proxy statement by reference, please see the sections titled ‘‘Where You Can Find More Information’’. Risks Related to the Merger Because the market price ’’ and ‘‘Incorporation by Reference.’’ Realization of Era Common Stock will fluctuate, Xxxxxxx stockholders cannot be certain any of the market value risks described below, any of the Per Share Merger Consideration they will receive. Upon completion of the Merger, each holder of Xxxxxxx Common Stock, other than holders of dissenting shares, shall be entitled to receive, for each share of Xxxxxxx Common Stock, a number of shares of Era Common Stock equal to the Aggregate Merger Consideration divided by the number of shares of Xxxxxxx Common Stock outstanding immediately prior to the Merger (including any shares issued as a result of the Preferred Stock Conversion, any shares underlying Xxxxxxx options or restricted stock units and certain shares of Xxxxxxx Common Stock held in reserve), plus the cash value of any fractional shares of Era Common Stock that would otherwise be payable, as events described under ‘‘The Merger—Terms Cautionary Statement Regarding Forward-Looking Statements’’ or any of the Merger’’). Any change risks or events described in the market price of Era Common Stock prior to completion of the Merger will affect the value of any shares of Era Common Stock Xxxxxxx stockholders receive as consideration in the Merger. The market price of Era Common Stock has fluctuated significantly since the signing of the Merger Agreement due to the COVID-19 pandemic and a decrease in oil and natural gas prices since the execution of the Merger Agreement and may continue to fluctuate as a result of a variety of factors, including general market and economic conditions over the past month, changes in Era’s or Xxxxxxx’x respective businesses, operations and prospects, and regulatory considerations. Many of these factors are outside Era’s or Xxxxxxx’x control. Accordingly, at the time of the Xxxxxxx Consent Deadline, Xxxxxxx stockholders will not know or be able to calculate the market price of Era Common Stock that they will receive upon completion of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities during the pendency of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities and obligates Era and Xxxxxxx to generally operate their businesses in the ordinary course in all material respects during the pendency of the Merger absent Era’s or Xxxxxxx’x prior written consent, as applicable. These restrictions could prevent Era and Xxxxxxx from pursuing attractive business opportunities or responding effectively to competitive pressures and industry developments that arise prior to the consummation of the Merger or termination of the Merger Agreement and are outside the ordinary course of business. In particular, the Merger Agreement restricts each of Era and Xxxxxxx from making certain acquisitions and dispositions without the prior written consent of the other party. If Era or Xxxxxxx is unable to take actions it believes are beneficial, such restrictions could have an adverse effect on Era’s and/or Xxxxxxx’x business, financial condition and results of operations. The Merger Agreement contains provisions that limit Era’s and Xxxxxxx’x ability to pursue alternatives to the Merger, which could discourage a potential competing acquiror of Era or Xxxxxxx from making a favorable alternative transaction proposal and, in specified circumstances, could require Era or Xxxxxxx to pay a termination fee. The Merger Agreement contains certain provisions that restrict Era’s and Xxxxxxx’x ability to solicit, initiate, facilitate or encourage any inquiries regarding, or the making of any proposal or offer that constitutes, a competing proposal, engage, continue or otherwise participate in any discussions or negotiations regarding, or furnish any non-public information to any person that has made or is, to the knowledge of Era or Xxxxxxx, as applicable, considering making a competing proposal, subject to customary exceptions and limitations. In addition, Era and Xxxxxxx generally have an opportunity to offer to modify the terms of the Merger Agreement in response to any third-party alternative transaction proposal before the Era Board or Xxxxxxx Board may change, qualify, withhold, withdraw or modify its recommendation that Era’s or Xxxxxxx’x stockholders, as applicable, approve the Merger. Further, even if the Era Board or the Xxxxxxx Board changes, qualifies, withholds, withdraws or modifies its recommendation, unless the Merger Agreement is terminated in accordance with its terms, Era or Xxxxxxx, as applicable, will still be required to submit the merger proposal to the vote of its stockholders. Upon termination of the Merger Agreement in certain circumstances relating to changes in the recommendation of the Era Board or Xxxxxxx Board in favor of the Merger or entry documents incorporated by Era or Xxxxxxx into an alternative transaction within 12 months of termination of the Merger Agreement, Era or Xxxxxxx will be required to pay a termination fee of $9.0 million, as applicable. These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Era or Xxxxxxx or pursuing an alternative transaction with Era or Xxxxxxx from considering or proposing such a transaction or might result in a potential third-party acquiror or merger partner proposing to pay a lower price to the stockholders of Era or Xxxxxxx than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances. If the Merger is not completed, the resulting failure of the Merger reference could have a material adverse impact effect on Era’s and Xxxxxxx’x our business, financial condition, stock price, cash flows and results of operations, assets or businessoperations and could result in a decline in the trading price of our common stock. Combining Era and Xxxxxxx may be more difficult, costly or time-consuming than currently expected, and Era and Xxxxxxx may fail to realize the anticipated benefits and cost savings The mergers that are part of the MergerTransactions are contingent upon each other, are subject to other substantial conditions and may not be consummated even if the required KMI stockholder, KMP unitholder, KMR shareholder and EPB unitholder approvals are obtained. Era and Xxxxxxx have operated and, until the Completion of each merger is contingent upon completion of the Mergerother two mergers. No merger will occur unless all three mergers occur. Each merger agreement contains other conditions that, will continue to operateif not satisfied or waived, independently. The success of the Merger, including anticipated benefits and cost savings, will depend, in part, on Era’s and Xxxxxxx’x ability to successfully combine and integrate their businesses in a manner that does not materially disrupt existing customer relationships or result in decreased revenues due to loss of customers. It is possible that the integration process could would result in the loss of key employeesapplicable merger not occurring, even though the disruption of either company’s ongoing business KMI stockholders and the KMP unitholders, KMR shareholders or inconsistencies EPB unitholders, as applicable, may have voted in standards, controls, procedures and policies that adversely affect Era’s and/or Xxxxxxx’x ability to maintain relationships with customers and employees. The success favor of the Combined Company following merger-related proposals presented to them. Satisfaction of some of the Merger may dependconditions to the mergers, in partsuch as receipt of required regulatory approvals, on the ability of Era and Xxxxxxx to integrate their two businesses, business models and cultures. If Era and Xxxxxxx experience difficulties is not entirely in the integration process, including those listed above, they may fail to realize the anticipated benefits control of the Merger in a timely manner or at all. The Combined Company’s business or results of operations or parties to the value of its common stock may be materially and adversely affected as a result. Era and Xxxxxxx also expect to incur material one-time costs to achieve synergies and may fail to realize such estimated synergies. While Era and Xxxxxxx believe these synergies are achievable, their ability to achieve such estimated synergies in the amounts and time frame expected is subject to various assumptions by their management teams based on expectations that are subject to a number of risks, which may or may not be realized, the incurrence of other costs in Era and Xxxxxxx’x operations that may offset all or a portion of such synergies and other factors outside their control. As a consequence, Era and Xxxxxxx may not be able to realize all of these synergies within the time frame expected or at all. Era and Xxxxxxx may incur additional and/or unexpected costs to realize these synergiesmerger agreements. In addition, if Era and Xxxxxxx fail to achieve the anticipated cost benefits in a timely manner, Era and Xxxxxxx may be unable realize all the anticipated synergies. Failure to achieve the expected synergies could significantly reduce the expected benefits associated with the Merger and adversely affect the Combined Company’s business, financial condition and results of operations. The completion of the Merger is subject to several conditions. There can be no assurances when or if the Merger will be completed. While Era and Xxxxxxx expect to complete the Merger in the middle of 2020, there can be no assurances as to the exact timing of completion of the Merger, or that the Merger will be completed at all. The completion of the Merger is subject to numerous conditions, including, among others, (i) receipt of requisite approvals of Era’s and Xxxxxxx’x stockholders we and the filing of the Era Charter Amendment No. 1, (ii) the expiration of any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the ‘‘HSR Act’’) or any other antitrust laws, and there not being in effect any voluntary parties to each merger agreement with any antitrust authority under which Era and Xxxxxxx have agreed can agree not to consummate the Mergermerger even if all stockholder and unitholder or shareholder approvals have been received. The closing conditions to a merger may not be satisfied, (iii) and we or the absence of any governmental order other parties to the applicable merger agreement may choose not to, or law prohibiting the consummation may be unable to, waive an unsatisfied condition, which may cause such merger not to occur. See ‘‘The KMP Merger Agreement—Conditions to Completion of the Merger, (iv) the effectiveness of the registration statement for the shares of Era Common Stock ,’’ ‘‘The KMR Merger Agreement—Conditions to be issued in the Merger and the authorization for listing of those shares on the NYSE, (v) the accuracy of the other party’s representations and warranties, subject to customary materiality standards, (vi) compliance of the other party with its respective covenants under the Merger Agreement in all material respects, and (vii) other customary closing conditions. If such conditions are not satisfied, the Merger will not be consummated unless such conditions are validly waived. Such conditions may jeopardize or delay consummation of the Merger or may reduce the anticipated benefits Completion of the Merger. Further, no assurance can be given that the required approvals will be obtained or that the conditions to closing will be satisfied. Even if all such approvals are obtained, no assurance can be given as to the terms, conditions ’’ and timing of such approvals or that they will satisfy the terms of the ‘‘The EPB Merger Agreement. If the Merger is not consummated by October 23, 2020 (as may be extended —Conditions to a date no later than January 23, 2021 upon satisfaction of certain conditions to extension set forth in the Merger Agreement), either Era or Xxxxxxx may terminate the Merger Agreement. The Merger is subject to the requirements of the HSR Act, and regulatory authorities may impose conditions that could have an adverse effect on Era, Xxxxxxx and/or the Combined Company or that could delay, prevent or increase the costs associated with completion Completion of the Merger. The Merger may not be consummated until notifications under the HSR Act are submitted to the Antitrust Division of the Department of Justice (the ‘‘DOJ.’’) and the Federal Trade Commission (the ‘‘FTC’’) and the required waiting period has expired or been terminated. Era and Xxxxxxx submitted their respective Notification and Report forms under the HSR Act on February 6, 2020. On March 9, 2020, Era withdrew its Notification and Report form, and on March 11, 2020, Era refiled an updated Notification and Report form, thereby commencing a new thirty day waiting period, which expired on April 10, 2020 without any extension or further action by the U.S. antitrust agencies. In addition, private parties who may be adversely affected by the Merger and individual states may bring legal action under the antitrust laws in certain circumstances. Although Xxxxxxx and Era believe the consummation of the Merger will not likely be prohibited under the antitrust laws, there can be no assurance that a challenge to the Merger on antitrust grounds will not be made and, if a challenge is made, what the result will be. Under the Merger Agreement, Era and Xxxxxxx have agreed to use their reasonable best efforts to avoid or eliminate each and every impediment to consummation of the transaction under any applicable law that may be asserted by any governmental entity and to obtain all regulatory clearances or observe all regulatory review periods necessary to consummate the Merger and the transactions contemplated by the Merger Agreement as soon as commercially practicable so as to enable the closing to occur as soon as reasonably possible (and in any event, not later than the End Date). In addition, in order to consummate the Merger, Era and Xxxxxxx may be required to comply with conditions, terms, obligations or restrictions imposed by governmental entities under any antitrust law, including divestitures, and such conditions, terms, obligations or restrictions may have the effect of delaying consummation of the Merger, imposing additional material costs on or materially limiting the revenue of the Combined Company after the consummation of the Merger, or otherwise reducing the anticipated benefits to the Combined Company of the Merger. Such conditions, terms, obligations or restrictions may result in the delay or abandonment of the Merger. Notwithstanding any of the foregoing, Era and Xxxxxxx will not be obligated to negotiate, commit to or effect any action that would result in the sale, divestiture, disposal, holding separate, or other disposition of assets, contracts, businesses or product lines of Era and Xxxxxxx, or their respective subsidiaries generating, in the aggregate, Revenues (as defined below) in an aggregate amount in excess of $10.0 million. ‘‘Revenues’’ as used in the immediately preceding sentence means, with respect to any asset, contract, business or product line, gross revenues associated therewith for the twelve months ended December 31, 2019.

RISK FACTORS. In addition to the other information contained in included or incorporated by reference into in this joint proxy and consent solicitation statement/statement/ prospectus, including the matters addressed under in the heading ‘‘section entitled “Cautionary Statement Note Regarding Forward-Looking Statements,’’ ” you should carefully consider the following risk factors in connection with your consideration of the merger before deciding how whether to vote on or whether to consent or withhold consent to for approval of the merger agreement and the merger and the other proposals presented in this joint proxy and consent solicitation statement/prospectus. In addition, you should read and consider the risks associated with each of the businesses of MBI and BIOX, because those risks will affect the Combined Company. The risks and uncertainties described below are not the only risks and uncertainties the parties may face. Additional risks and uncertainties not presently known to the parties, or that the parties currently consider immaterial, could also negatively affect the business, financial condition, results of operations, prospects, profits and stock prices of BIOX or MBI and the Combined Company. If any of the risks described below or incorporated by reference herein actually occur, the business, financial condition, results of operations, prospects, profits and stock prices of BIOX or MBI and the Combined Company could be materially adversely affected. You should also consider the other information in, in this proxy statement/prospectus and the other documents incorporated by reference into, into this joint proxy and consent solicitation statement/prospectus, including in particular the risk factors associated with Era’s business contained under the heading ‘‘Risk Factors’’ in Era’s Annual Report on Form 10-K for the year ended December 31, 2019. See ‘‘“Where You Can Find More Information’’” and “Incorporation of Certain Documents by Reference” located elsewhere in this proxy statement/prospectus. Risks Related to the Merger and the Combined Company Because the market price of Era Common Stock will fluctuateExchange Ratio is fixed, Xxxxxxx stockholders MBI Stockholders cannot be certain sure of the market value of the Per Share Merger Consideration they BIOX Ordinary Shares to be issued upon completion of the merger. The holders of MBI Common Stock issued and outstanding immediately prior to the effective time of the merger will receivereceive a fixed exchange ratio of 0.088 BIOX Ordinary Shares for each share of MBI Common Stock held by them, rather than a number of shares with a particular fixed market value. The market value of BIOX Ordinary Shares at the time of the merger may vary significantly from its price on the date the merger agreement was executed, the date of this proxy statement/prospectus and/or the date on which MBI Stockholders vote on the merger. Because the exchange ratio will not be adjusted to reflect any changes in the market price of the BIOX Ordinary Shares, the market value of the BIOX Ordinary Shares issued in the merger and the MBI Common Stock surrendered in the merger may be higher or lower than the value of these shares on earlier dates. One hundred percent (100%) of the consideration to be received by MBI Stockholders will be BIOX Ordinary Shares. Following consummation of the merger, the market price of the BIOX Ordinary Shares may be influenced by many factors, some of which are beyond its control, including those described above and the following: • changes in financial estimates by analysts; • announcements by it or its competitors of significant contracts, productions, acquisitions or capital commitments; • fluctuations in its quarterly financial results or the quarterly financial results of companies perceived to be similar to it; • general economic conditions; • changes in market valuations of similar companies; • terrorist acts; • changes in its capital structure, such as future issuances of securities or the incurrence of additional debt; • future sales of BIOX Ordinary Shares; • regulatory developments in the United States, foreign countries or both; • litigation involving BIOX, its subsidiaries or its general industry; and • additions or departures of key personnel. In addition, it is possible that the merger may not be completed until a significant period of time has passed after the special meeting of MBI Stockholders. As a result, the market value of BIOX Ordinary Shares may vary significantly from the date of the Stockholder Meeting to the date of the completion of the merger. You are urged to obtain up-to-date prices for BIOX Ordinary Shares. There is no assurance that the merger will be completed, that there will not be a delay in the completion of the merger or that all or any of the anticipated benefits of the merger will be obtained. The market price of BIOX Ordinary Shares will continue to fluctuate after the merger. Upon completion of the Mergermerger, each holder of Xxxxxxx Common Stock, other than holders of dissenting shares, shall be entitled to receive, for each share of Xxxxxxx Common Stock, a number of shares of Era MBI Common Stock equal to the Aggregate Merger Consideration divided by the number who receive merger consideration will become holders of shares of Xxxxxxx Common Stock outstanding immediately prior to the Merger (including any shares issued as a result of the Preferred Stock Conversion, any shares underlying Xxxxxxx options or restricted stock units and certain shares of Xxxxxxx Common Stock held in reserve), plus the cash value of any fractional shares of Era Common Stock that would otherwise be payable, as described under ‘‘The Merger—Terms of the Merger’’). Any change in the market price of Era Common Stock prior to completion of the Merger will affect the value of any shares of Era Common Stock Xxxxxxx stockholders receive as consideration in the MergerBIOX Ordinary Shares. The market price of Era Common Stock has fluctuated BIOX Ordinary Shares may fluctuate significantly since the signing of the Merger Agreement due to the COVID-19 pandemic and a decrease in oil and natural gas prices since the execution of the Merger Agreement and may continue to fluctuate as a result of a variety of factors, including general market and economic conditions over the past month, changes in Era’s or Xxxxxxx’x respective businesses, operations and prospects, and regulatory considerations. Many of these factors are outside Era’s or Xxxxxxx’x control. Accordingly, at the time of the Xxxxxxx Consent Deadline, Xxxxxxx stockholders will not know or be able to calculate the market price of Era Common Stock that they will receive upon following completion of the Merger. The Merger Agreement subjects Era merger and Xxxxxxx to restrictions on their business activities during the pendency holders of MBI Common Stock could lose some or all of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on value of their business activities and obligates Era and Xxxxxxx to generally operate their businesses investment in the ordinary course in all material respects during the pendency of the Merger absent Era’s or Xxxxxxx’x prior written consent, as applicable. These restrictions could prevent Era and Xxxxxxx from pursuing attractive business opportunities or responding effectively to competitive pressures and industry developments that arise prior to the consummation of the Merger or termination of the Merger Agreement and are outside the ordinary course of business. In particular, the Merger Agreement restricts each of Era and Xxxxxxx from making certain acquisitions and dispositions without the prior written consent of the other party. If Era or Xxxxxxx is unable to take actions it believes are beneficial, such restrictions could have an adverse effect on Era’s and/or Xxxxxxx’x business, financial condition and results of operations. The Merger Agreement contains provisions that limit Era’s and Xxxxxxx’x ability to pursue alternatives to the Merger, which could discourage a potential competing acquiror of Era or Xxxxxxx from making a favorable alternative transaction proposal and, in specified circumstances, could require Era or Xxxxxxx to pay a termination fee. The Merger Agreement contains certain provisions that restrict Era’s and Xxxxxxx’x ability to solicit, initiate, facilitate or encourage any inquiries regarding, or the making of any proposal or offer that constitutes, a competing proposal, engage, continue or otherwise participate in any discussions or negotiations regarding, or furnish any non-public information to any person that has made or is, to the knowledge of Era or Xxxxxxx, as applicable, considering making a competing proposal, subject to customary exceptions and limitationsBIOX Ordinary Shares. In addition, Era the stock market has experienced significant price and Xxxxxxx generally volume fluctuations in recent times which, if they continue to occur, could have an opportunity to offer to modify a material adverse effect on the terms market for, or liquidity of, the BIOX Ordinary Shares, regardless of BIOX actual operating performance. The merger may not be completed and the Merger Agreement in response to any third-party alternative transaction proposal before the Era Board or Xxxxxxx Board merger agreement may change, qualify, withhold, withdraw or modify its recommendation that Era’s or Xxxxxxx’x stockholders, as applicable, approve the Merger. Further, even if the Era Board or the Xxxxxxx Board changes, qualifies, withholds, withdraws or modifies its recommendation, unless the Merger Agreement is be terminated in accordance with its terms. The merger is subject to a number of conditions that must be satisfied or waived prior to the completion of the merger, Era which are described in the section entitled “The Merger Agreement — Conditions to the Completion of the Merger.” These conditions to the completion of the Merger may not be satisfied or Xxxxxxxwaived in a timely manner or at all, as applicableand, will still be required to submit accordingly, the merger proposal may be delayed or may not be completed. In addition, if the merger is not completed by November 16, 2022, either BIOX or MBI may choose not to proceed with the vote of its stockholdersmerger by terminating the merger agreement, and the parties can mutually decide to terminate the merger agreement at any time, before or after MBI Stockholder approval. Upon termination of In addition, BIOX and MBI may elect to terminate the Merger Agreement in certain other circumstances relating to changes as further detailed in the recommendation section entitled “The Merger Agreement — Termination”. If the merger is not completed for any reason, including the failure to receive the required approval of the Era Board MBI Stockholders, BIOX’s and MBI’s respective businesses and financial results may be adversely affected, including as follows: • BIOX and MBI may experience negative reactions from the financial markets, including negative impacts on the market price of BIOX Ordinary Shares and MBI Common Stock; • the manner in which industry contacts, business partners and other third parties perceive BIOX and MBI may be negatively impacted, which in turn could affect BIOX’s and MBI’s marketing operations or Xxxxxxx Board their ability to compete for new business or obtain renewals in favor the marketplace more broadly; • BIOX and MBI may experience negative reactions from employees; and • BIOX and MBI will have expended time and resources that could otherwise have been spent on their existing businesses and the pursuit of other opportunities that could have been beneficial to each company, and their ongoing business and financial results may be adversely affected. In addition to the Merger or entry by Era or Xxxxxxx into above risks, if the merger agreement is terminated and either party’s board seeks an alternative transaction, such party’s stockholders cannot be certain that such party will be able to find a party willing to engage in a transaction within 12 months of termination of on more attractive terms than the Merger Agreementmerger. If the merger agreement is terminated under specified circumstances, Era or Xxxxxxx will MBI may be required to pay the BIOX a termination fee fee. For a description of $9.0 millionthese circumstances, as applicable. These provisions could discourage a potential third-party acquiror or see the section entitled “The Merger Agreement — Termination.” The merger partner that might have an interest in acquiring all or a significant portion of Era or Xxxxxxx or pursuing an alternative transaction with Era or Xxxxxxx from considering or proposing such a transaction or might result in a potential third-party acquiror or merger partner proposing to pay a lower price to the stockholders of Era or Xxxxxxx than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances. If the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on Era’s and Xxxxxxx’x financial condition, stock price, results of operations, assets or business. Combining Era and Xxxxxxx may be more difficult, costly or time-time consuming than currently expected, expected and Era and Xxxxxxx BIOX may fail to realize the anticipated benefits of the merger. The success of the merger will depend, in part, on the ability to realize the anticipated synergies, operating efficiencies, and cost savings from combining MBI with BIOX. To realize the anticipated benefits and cost savings from the merger, BIOX must integrate and combine MBI’s business in a manner that permits these cost savings to be realized, without adversely affecting current revenues and future growth. If the Combined Company is not able to successfully achieve these objectives, the anticipated benefits of the merger may not be realized fully or at all or may take longer to realize than expected. In addition, the actual cost savings of the Mergermerger could be less than anticipated, the costs associated with effecting the merger may be more than anticipated, and integration may result in additional and unforeseen expenses. Era An inability to realize the full extent of the anticipated benefits of the merger and Xxxxxxx the other transactions contemplated by the merger agreement, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, levels of expenses and operating results and financial condition of the Combined Company, which may adversely affect the value of the BIOX Ordinary Shares after the completion of the merger. BIOX and MBI have operated and, until the completion of the Mergermerger, will must continue to operate, independently. The success of the Merger, including anticipated benefits and cost savings, will depend, in part, on Era’s and Xxxxxxx’x ability to successfully combine and integrate their businesses in a manner that does not materially disrupt existing customer relationships or result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employeesassociates, the disruption of either each company’s ongoing business businesses or inconsistencies in standards, controls, procedures and policies that adversely affect Eraeach company’s and/or Xxxxxxx’x ability to maintain relationships with clients, customers and employees. The success of the Combined Company following the Merger may depend, in part, on the ability of Era and Xxxxxxx to integrate their two businesses, other business models and cultures. If Era and Xxxxxxx experience difficulties in the integration process, including those listed above, they may fail to realize the anticipated benefits of the Merger in a timely manner parties or at all. The Combined Company’s business or results of operations or the value of its common stock may be materially and adversely affected as a result. Era and Xxxxxxx also expect to incur material one-time costs to achieve synergies and may fail to realize such estimated synergies. While Era and Xxxxxxx believe these synergies are achievable, their ability to achieve such estimated synergies in the amounts and time frame expected is subject to various assumptions by their management teams based on expectations that are subject to a number of risks, which may or may not be realized, the incurrence of other costs in Era and Xxxxxxx’x operations that may offset all or a portion of such synergies and other factors outside their control. As a consequence, Era and Xxxxxxx may not be able to realize all of these synergies within the time frame expected or at all. Era and Xxxxxxx may incur additional and/or unexpected costs to realize these synergies. In addition, if Era and Xxxxxxx fail to achieve the anticipated benefits and cost benefits in a timely manner, Era savings of the merger. Integration efforts between the two companies may also divert management attention and Xxxxxxx may be unable realize all resources. These integration matters could have an adverse effect on BIOX or MBI during this transition period and for an undetermined period after completion of the anticipated synergies. Failure to achieve the expected synergies could significantly reduce the expected benefits associated with the Merger and adversely affect merger on the Combined Company. Uncertainty about the merger may adversely affect relationships with distributors, suppliers, business partners, and employees, whether or not the merger is completed. Uncertainty about the merger and BIOX’s and MBI’s efforts to complete the merger could create uncertainty surrounding and significantly disrupt each company’s business. Uncertainty regarding MBI’s future could also adversely affect its relationships with existing and potential customers, distributors, suppliers, vendors, strategic partners, employees. For example, clients, distributors, and other counterparties may delay or defer decisions concerning entering into contracts or otherwise working with MBI, seek to change MBI’s existing business relationships or consider doing business with other companies rather than MBI. Competitors may also target MBI’s customers by highlighting potential uncertainties and other risks related to the merger. The pendency of the merger may also divert attention and resources from BIOX and MBI management towards completing the merger and preparing for integration activities and away from ongoing business and operations. Uncertainty as to whether the merger will be completed may also affect MBI’s ability to recruit prospective employees or to retain and motivate existing employees. Employee retention may be particularly challenging while the merger is pending because employees may experience uncertainty about their roles following the merger. These risks and the resulting adverse effects on business, financial condition and results of operations. The operations could be exacerbated by any delays in completion of the Merger merger or termination of the merger agreement. Supporting Stockholders have agreed to vote in favor of the merger, regardless of how other MBI Stockholders vote. The Supporting Stockholders, who collectively own approximately 48.9% of the outstanding shares of MBI Common Stock, have agreed to, among other things, vote their MBI Common Stock in favor of the merger. Accordingly, it is subject to several conditions. There can be no assurances when or if more likely that the Merger will be completed. While Era and Xxxxxxx expect necessary stockholder approval to complete the Merger merger will be received than would be the case if Supporting Stockholders agreed to vote their MBI Common Stock in accordance with the majority of the votes cast by other MBI Stockholders. The exercise of discretion by MBI’s directors and officers in agreeing to changes to the terms of or waivers of closing conditions in the middle merger agreement may result in a conflict of 2020, there can be no assurances as interest when determining whether such changes to the exact timing of completion of the Merger, or that the Merger will be completed at all. The completion of the Merger is subject to numerous conditions, including, among others, (i) receipt of requisite approvals of Era’s and Xxxxxxx’x stockholders and the filing of the Era Charter Amendment No. 1, (ii) the expiration of any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the ‘‘HSR Act’’) or any other antitrust laws, and there not being in effect any voluntary agreement with any antitrust authority under which Era and Xxxxxxx have agreed not to consummate the Merger, (iii) the absence of any governmental order or law prohibiting the consummation of the Merger, (iv) the effectiveness of the registration statement for the shares of Era Common Stock to be issued in the Merger and the authorization for listing of those shares on the NYSE, (v) the accuracy of the other party’s representations and warranties, subject to customary materiality standards, (vi) compliance of the other party with its respective covenants under the Merger Agreement in all material respects, and (vii) other customary closing conditions. If such conditions are not satisfied, the Merger will not be consummated unless such conditions are validly waived. Such conditions may jeopardize or delay consummation of the Merger or may reduce the anticipated benefits of the Merger. Further, no assurance can be given that the required approvals will be obtained or that the conditions to closing will be satisfied. Even if all such approvals are obtained, no assurance can be given as to the terms, conditions and timing of such approvals or that they will satisfy the terms of the Merger Agreement. If the Merger is not consummated by October 23, 2020 (as may be extended to a date no later than January 23, 2021 upon satisfaction merger agreement or waivers of certain conditions to extension set forth are appropriate and in the Merger Agreement), either Era or Xxxxxxx may terminate best interests of MBI Stockholders. In the Merger Agreement. The Merger is subject period leading up to the requirements Closing, other events may occur that, pursuant to the merger agreement, would require MBI to agree to amend the merger agreement, to consent to certain actions or to waive rights that MBI is entitled to under the merger agreement. Such events could arise because of changes in the course of BIOX’s business, a request by BIOX to undertake actions that would otherwise be prohibited by the terms of the HSR Act, and regulatory authorities may impose conditions merger agreement or the occurrence of other events that could would have an a material adverse effect on EraBIOX’s business and would entitle MBI to terminate the merger agreement. In any of such circumstances, Xxxxxxx and/or the Combined Company it would be in MBI’s discretion, acting through MBI’s Board, to grant MBI’s consent or that could delay, prevent or increase the costs associated with completion waive its rights. The existence of the Mergerfinancial and personal interests of the directors described elsewhere in this proxy statement/prospectus may result in a conflict of interest on the part of one or more of the directors between what such director may believe is best for MBI and its stockholders and what such director may believe is best for such director or such director’s affiliates in determining whether or not to take the requested action. The Merger may not While certain changes could be consummated until notifications under the HSR Act are submitted made without further MBI Stockholder approval, if there is a change to the Antitrust Division of the Department of Justice (the ‘‘DOJ’’) and the Federal Trade Commission (the ‘‘FTC’’) and the required waiting period has expired or been terminated. Era and Xxxxxxx submitted their respective Notification and Report forms under the HSR Act on February 6, 2020. On March 9, 2020, Era withdrew its Notification and Report form, and on March 11, 2020, Era refiled an updated Notification and Report form, thereby commencing a new thirty day waiting period, which expired on April 10, 2020 without any extension or further action by the U.S. antitrust agencies. In addition, private parties who may be adversely affected by the Merger and individual states may bring legal action under the antitrust laws in certain circumstances. Although Xxxxxxx and Era believe the consummation of the Merger will not likely be prohibited under the antitrust laws, there can be no assurance that a challenge to the Merger on antitrust grounds will not be made and, if a challenge is made, what the result will be. Under the Merger Agreement, Era and Xxxxxxx have agreed to use their reasonable best efforts to avoid or eliminate each and every impediment to consummation terms of the transaction under any applicable law that may be asserted by any governmental entity and to obtain all regulatory clearances or observe all regulatory review periods necessary to consummate would have a material impact on the Merger and MBI Stockholders after the transactions contemplated by the Merger Agreement as soon as commercially practicable so as to enable the closing to occur as soon as reasonably possible (and in any eventrequisite MBI Stockholder approval has been obtained, not later than the End Date). In addition, in order to consummate the Merger, Era and Xxxxxxx may MBI will be required to comply with conditions, terms, obligations circulate a new or restrictions imposed by governmental entities under any antitrust law, including divestitures, amended proxy statement/prospectus or supplement thereto and such conditions, terms, obligations or restrictions may have resolicit the effect vote of delaying consummation of the Merger, imposing additional material costs on or materially limiting the revenue of the Combined Company after the consummation of the Merger, or otherwise reducing the anticipated benefits to the Combined Company of the Merger. Such conditions, terms, obligations or restrictions may result in the delay or abandonment of the Merger. Notwithstanding any of the foregoing, Era and Xxxxxxx will not be obligated to negotiate, commit to or effect any action that would result in the sale, divestiture, disposal, holding separate, or other disposition of assets, contracts, businesses or product lines of Era and Xxxxxxx, or their respective subsidiaries generating, in the aggregate, Revenues (as defined below) in an aggregate amount in excess of $10.0 million. ‘‘Revenues’’ as used in the immediately preceding sentence means, MBI Stockholders with respect to any assetthe MBI Board Recommendation. Directors and executive officers of MBI have potential conflicts of interest in recommending that stockholders vote in favor of the merger proposal and the other proposals described in this proxy statement/prospectus. When you consider the recommendation of MBI’s Board in favor of merger proposal, contractyou should keep in mind that directors and officers of MBI have interests in the merger that are different from, business or product linein addition to, gross revenues associated therewith for the twelve months ended December 31your interests as a stockholder. These interests include, 2019.among other things:

RISK FACTORS. In addition to the other information contained An investment in or incorporated by reference into this joint proxy and consent solicitation statement/prospectusour securities involves a high degree of risk. Before making any investment decision, including the matters addressed under the heading ‘‘Cautionary Statement Regarding Forward-Looking Statements,’’ you should carefully consider the following risk factors in deciding how to vote on or whether to consent or withhold consent to the proposals presented in this joint proxy and consent solicitation statement/prospectus. You should also consider the other information inset forth below, and the other documents incorporated by reference into, this joint proxy and consent solicitation statement/prospectus, including in particular the risk factors associated with Era’s business contained under the heading ‘‘caption “Risk Factors’’ ” in Era’s Annual Report any applicable prospectus supplement and under the caption “Risk Factors” in our most recent annual report on Form 10-K for and our subsequent quarterly reports on Form 10-Q, which are incorporated by reference in this prospectus, as well as in any applicable prospectus supplement, as updated by our subsequent filings under the year ended December 31Securities Exchange Act of 1934, 2019as amended (the “Exchange Act”). See ‘‘These risks could materially affect our business, results of operation or financial condition and affect the value of our securities. Additional risks and uncertainties that are not yet identified may also materially harm our business, operating results and financial condition and could result in a complete loss of your investment. You could lose all or part of your investment. For more information, see “Where You Can Find More Information’’. .” Risks Related to Our Securities and the Merger Because Offering Future sales or other dilution of our equity could depress the market price of Era Common Stock will fluctuateour common stock. Sales of our common stock, Xxxxxxx stockholders cannot be certain preferred stock, warrants, units or any combination of the foregoing in the public market, or the perception that such sales could occur, could negatively affect the price of our common stock. If one or more of our shareholders were to sell large portions of their holdings in a relatively short time, for liquidity or other reasons, the prevailing market value price of our common stock could be negatively affected. In addition, the issuance of additional shares of our common stock, securities convertible into or exercisable for our common stock, other equity-linked securities, including preferred stock or warrants or any combination of the Per Share Merger Consideration they securities pursuant to this prospectus will receive. Upon completion dilute the ownership interest of the Merger, each holder of Xxxxxxx Common Stock, other than holders of dissenting shares, shall be entitled to receive, for each share of Xxxxxxx Common Stock, a number of shares of Era Common Stock equal to the Aggregate Merger Consideration divided by the number of shares of Xxxxxxx Common Stock outstanding immediately prior to the Merger (including any shares issued as a result of the Preferred Stock Conversion, any shares underlying Xxxxxxx options or restricted stock units our common shareholders and certain shares of Xxxxxxx Common Stock held in reserve), plus the cash value of any fractional shares of Era Common Stock that would otherwise be payable, as described under ‘‘The Merger—Terms of the Merger’’). Any change in could depress the market price of Era Common Stock prior our common stock and impair our ability to completion raise capital through the sale of additional equity securities. We may need to seek additional capital. If this additional financing is obtained through the issuance of equity securities or warrants to acquire equity securities, our existing shareholders could experience significant dilution upon the issuance, conversion or exercise of such securities. Our management will have broad discretion over the use of the Merger will affect proceeds we receive from the sale of our securities pursuant to this prospectus and might not apply the proceeds in ways that increase the value of your investment. Our management will have broad discretion to use the net proceeds from any shares offerings under this prospectus, and you will be relying on the judgment of Era Common Stock Xxxxxxx stockholders receive our management regarding the application of these proceeds. Except as consideration described in any prospectus supplement or in any related free writing prospectus that we may authorize to be provided to you, the Merger. The market price of Era Common Stock has fluctuated significantly since the signing net proceeds received by us from our sale of the Merger Agreement due to the COVID-19 pandemic and a decrease securities described in oil and natural gas prices since the execution of the Merger Agreement and may continue to fluctuate as a result of a variety of factors, including general market and economic conditions over the past month, changes in Era’s or Xxxxxxx’x respective businesses, operations and prospects, and regulatory considerations. Many of these factors are outside Era’s or Xxxxxxx’x control. Accordingly, at the time of the Xxxxxxx Consent Deadline, Xxxxxxx stockholders will not know or be able to calculate the market price of Era Common Stock that they will receive upon completion of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities during the pendency of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities and obligates Era and Xxxxxxx to generally operate their businesses in the ordinary course in all material respects during the pendency of the Merger absent Era’s or Xxxxxxx’x prior written consent, as applicable. These restrictions could prevent Era and Xxxxxxx from pursuing attractive business opportunities or responding effectively to competitive pressures and industry developments that arise prior to the consummation of the Merger or termination of the Merger Agreement and are outside the ordinary course of business. In particular, the Merger Agreement restricts each of Era and Xxxxxxx from making certain acquisitions and dispositions without the prior written consent of the other party. If Era or Xxxxxxx is unable to take actions it believes are beneficial, such restrictions could have an adverse effect on Era’s and/or Xxxxxxx’x business, financial condition and results of operations. The Merger Agreement contains provisions that limit Era’s and Xxxxxxx’x ability to pursue alternatives to the Merger, which could discourage a potential competing acquiror of Era or Xxxxxxx from making a favorable alternative transaction proposal and, in specified circumstances, could require Era or Xxxxxxx to pay a termination fee. The Merger Agreement contains certain provisions that restrict Era’s and Xxxxxxx’x ability to solicit, initiate, facilitate or encourage any inquiries regarding, or the making of any proposal or offer that constitutes, a competing proposal, engage, continue or otherwise participate in any discussions or negotiations regarding, or furnish any non-public information to any person that has made or is, to the knowledge of Era or Xxxxxxx, as applicable, considering making a competing proposal, subject to customary exceptions and limitations. In addition, Era and Xxxxxxx generally have an opportunity to offer to modify the terms of the Merger Agreement in response to any third-party alternative transaction proposal before the Era Board or Xxxxxxx Board may change, qualify, withhold, withdraw or modify its recommendation that Era’s or Xxxxxxx’x stockholders, as applicable, approve the Merger. Further, even if the Era Board or the Xxxxxxx Board changes, qualifies, withholds, withdraws or modifies its recommendation, unless the Merger Agreement is terminated in accordance with its terms, Era or Xxxxxxx, as applicable, will still be required to submit the merger proposal to the vote of its stockholders. Upon termination of the Merger Agreement in certain circumstances relating to changes in the recommendation of the Era Board or Xxxxxxx Board in favor of the Merger or entry by Era or Xxxxxxx into an alternative transaction within 12 months of termination of the Merger Agreement, Era or Xxxxxxx this prospectus will be required added to pay a termination fee our general funds and will be used for general corporate purposes. Our management might not apply the net proceeds from offerings of $9.0 million, as applicable. These provisions could discourage a potential third-party acquiror or merger partner our securities in ways that might have an interest in acquiring all or a significant portion of Era or Xxxxxxx or pursuing an alternative transaction with Era or Xxxxxxx from considering or proposing such a transaction or might result in a potential third-party acquiror or merger partner proposing to pay a lower price to the stockholders of Era or Xxxxxxx than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances. If the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on Era’s and Xxxxxxx’x financial condition, stock price, results of operations, assets or business. Combining Era and Xxxxxxx may be more difficult, costly or time-consuming than currently expected, and Era and Xxxxxxx may fail to realize the anticipated benefits and cost savings of the Merger. Era and Xxxxxxx have operated and, until the completion of the Merger, will continue to operate, independently. The success of the Merger, including anticipated benefits and cost savings, will depend, in part, on Era’s and Xxxxxxx’x ability to successfully combine and integrate their businesses in a manner that does not materially disrupt existing customer relationships or result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect Era’s and/or Xxxxxxx’x ability to maintain relationships with customers and employees. The success of the Combined Company following the Merger may depend, in part, on the ability of Era and Xxxxxxx to integrate their two businesses, business models and cultures. If Era and Xxxxxxx experience difficulties in the integration process, including those listed above, they may fail to realize the anticipated benefits of the Merger in a timely manner or at all. The Combined Company’s business or results of operations or increase the value of its common stock may be materially your investment and adversely affected as a result. Era and Xxxxxxx also expect to incur material one-time costs to achieve synergies and may fail to realize such estimated synergies. While Era and Xxxxxxx believe these synergies are achievable, their ability to achieve such estimated synergies in the amounts and time frame expected is subject to various assumptions by their management teams based on expectations that are subject to a number of risks, which may or may not be realized, the incurrence of other costs in Era and Xxxxxxx’x operations that may offset all or a portion of such synergies and other factors outside their control. As a consequence, Era and Xxxxxxx may might not be able to realize all of these synergies within the time frame expected or at all. Era and Xxxxxxx may incur additional and/or unexpected costs to realize these synergies. In additionyield a significant return, if Era and Xxxxxxx fail to achieve the anticipated cost benefits in a timely mannerany, Era and Xxxxxxx may be unable realize all the anticipated synergies. Failure to achieve the expected synergies could significantly reduce the expected benefits associated with the Merger and adversely affect the Combined Company’s business, financial condition and results of operations. The completion of the Merger is subject to several conditions. There can be no assurances when or if the Merger will be completed. While Era and Xxxxxxx expect to complete the Merger in the middle of 2020, there can be no assurances as to the exact timing of completion of the Merger, or that the Merger will be completed at all. The completion of the Merger is subject to numerous conditions, including, among others, (i) receipt of requisite approvals of Era’s and Xxxxxxx’x stockholders and the filing of the Era Charter Amendment No. 1, (ii) the expiration of on any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the ‘‘HSR Act’’) or any other antitrust laws, and there not being in effect any voluntary agreement with any antitrust authority under which Era and Xxxxxxx have agreed not to consummate the Merger, (iii) the absence of any governmental order or law prohibiting the consummation of the Merger, (iv) the effectiveness of the registration statement for the shares of Era Common Stock to be issued in the Merger and the authorization for listing of those shares on the NYSE, (v) the accuracy of the other party’s representations and warranties, subject to customary materiality standards, (vi) compliance of the other party with its respective covenants under the Merger Agreement in all material respects, and (vii) other customary closing conditions. If such conditions are not satisfied, the Merger will not be consummated unless such conditions are validly waived. Such conditions may jeopardize or delay consummation of the Merger or may reduce the anticipated benefits of the Merger. Further, no assurance can be given that the required approvals will be obtained or that the conditions to closing will be satisfied. Even if all such approvals are obtained, no assurance can be given as to the terms, conditions and timing investment of such approvals or that they will satisfy the terms of the Merger Agreementnet proceeds. If the Merger is not consummated by October 23, 2020 (as may be extended to a date no later than January 23, 2021 upon satisfaction of certain conditions to extension set forth in the Merger Agreement), either Era or Xxxxxxx may terminate the Merger Agreement. The Merger is subject to the requirements of the HSR Act, and regulatory authorities may impose conditions that could have an adverse effect on Era, Xxxxxxx and/or the Combined Company or that could delay, prevent or increase the costs associated with completion of the Merger. The Merger You may not be consummated until notifications under have the HSR Act are submitted opportunity to the Antitrust Division of the Department of Justice (the ‘‘DOJ’’) and the Federal Trade Commission (the ‘‘FTC’’) and the required waiting period has expired or been terminated. Era and Xxxxxxx submitted their respective Notification and Report forms under the HSR Act influence our decisions on February 6, 2020. On March 9, 2020, Era withdrew its Notification and Report form, and on March 11, 2020, Era refiled an updated Notification and Report form, thereby commencing a new thirty day waiting period, which expired on April 10, 2020 without any extension or further action by the U.S. antitrust agencies. In addition, private parties who may be adversely affected by the Merger and individual states may bring legal action under the antitrust laws in certain circumstances. Although Xxxxxxx and Era believe the consummation of the Merger will not likely be prohibited under the antitrust laws, there can be no assurance that a challenge to the Merger on antitrust grounds will not be made and, if a challenge is made, what the result will be. Under the Merger Agreement, Era and Xxxxxxx have agreed how to use their reasonable best efforts to avoid or eliminate each and every impediment to consummation of the transaction under any applicable law that may be asserted by any governmental entity and to obtain all regulatory clearances or observe all regulatory review periods necessary to consummate the Merger and the transactions contemplated by the Merger Agreement as soon as commercially practicable so as to enable the closing to occur as soon as reasonably possible (and in any event, not later than the End Date). In addition, in order to consummate the Merger, Era and Xxxxxxx may be required to comply with conditions, terms, obligations or restrictions imposed by governmental entities under any antitrust law, including divestitures, and such conditions, terms, obligations or restrictions may have the effect of delaying consummation of the Merger, imposing additional material costs on or materially limiting the revenue of the Combined Company after the consummation of the Merger, or otherwise reducing the anticipated benefits to the Combined Company of the Merger. Such conditions, terms, obligations or restrictions may result in the delay or abandonment of the Merger. Notwithstanding any of the foregoing, Era and Xxxxxxx will not be obligated to negotiate, commit to or effect any action that would result in the sale, divestiture, disposal, holding separate, or other disposition of assets, contracts, businesses or product lines of Era and Xxxxxxx, or their respective subsidiaries generating, in the aggregate, Revenues (as defined below) in an aggregate amount in excess of $10.0 million. ‘‘Revenues’’ as used in the immediately preceding sentence means, with respect to any asset, contract, business or product line, gross revenues associated therewith for the twelve months ended December 31, 2019proceeds.

RISK FACTORS. In addition An investment in the Securities of the Company involves a high degree of risk and should be considered only by persons who can afford to the other information contained lose their entire investment and who have no need for liquidity in or incorporated by reference into this joint proxy and consent solicitation statement/prospectus, including the matters addressed under the heading ‘‘Cautionary Statement Regarding Forward-Looking Statements,’’ you their investment. You should carefully consider the following risk factors in deciding how to vote on or whether to consent or withhold consent to the proposals presented in this joint proxy and consent solicitation statement/prospectus. You should also consider the other information indescribed below, and discussed in the other documents incorporated by reference into, this joint proxy and consent solicitation statement/prospectus, including in particular the risk factors associated with Era’s business contained under the heading ‘‘section titled “Risk Factors’’ ” in Era’s our most recent Annual Report on Form 10-K for K, as well as the year ended December 31risks, 2019uncertainties and additional information set forth in our SEC Filings incorporated by reference herein. See ‘‘Where You Can Find More Information’’Our business, financial condition or results of operations could be materially adversely affected by any of these risks. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment. Risks Related to the Merger Because Securities and This Offering There is no public market for the Series K Preferred Shares or Series L Preferred Shares and a limited public market for the common stock. There is no public market for the Series K Preferred Shares or the Series L Preferred Shares, and we not intend to have such securities quoted or listed on any market. In addition, our common stock is quoted on the OTC Pink which is an unorganized, inter-dealer, over-the-counter market which provides significantly less liquidity than the NASDAQ Capital Market or other national securities exchange. These factors may have an adverse impact on the trading and price of Era Common our common stock. The Securities will be subject to restrictions on resale. We have not registered the sale of any of the Securities under the Securities Act or any state securities laws. The securities offered hereby are highly illiquid, and are not transferable except in accordance with the Securities Act. Consequently, the Securities may not be resold or otherwise transferred unless they are subsequently registered under applicable securities laws or an exemption therefrom is available. In view of these and other limitations to the transfer of the Securities as described herein, the Securities should be considered an illiquid investment which may need to be held indefinitely. Limitations on the transfer of the Securities may also adversely affect the price that a Subscriber might be able to obtain for such securities in a private sale. The price of the Units has been determined without a third party valuation or fairness opinion. We have set the price of Units without the benefit of any third party valuation or fairness opinion or review. You must make your own determination as to the accuracy, fairness or reasonableness of the price of the Units and the other terms of the Offering. We will have significant discretion over the use of the gross proceeds. The Company intends to use the net proceeds of this Offering for general corporate purposes and to meet working capital needs. Accordingly, Company management will have broad discretion as to the application of such proceeds. There can be no assurance that management’s use of proceeds generated through this Offering will prove optimal or translate into revenue or profitability for the Company. There is no investor counsel. The Company has not retained any independent professionals to review or comment on this Offering or otherwise protect the interests of Subscribers. Although the Company has retained its own counsel, neither such firm nor any other firm has made any independent examination of any factual matters represented by management herein, and purchasers of the Securities offered hereby should not rely on any such firms so retained with respect to any matters herein described. No governmental entity has evaluated our securities. No federal or state commission, department or agency has made any evaluation, finding, recommendation or endorsement with respect to the Securities. Additional stock offerings in the future may dilute then-existing shareholders’ percentage ownership of the Company. Given our plans and expectations that we will need additional capital and personnel, we anticipate that we will need to issue additional shares of common stock or securities convertible or exercisable for shares of common stock, including convertible preferred stock, convertible notes, stock options or warrants. The issuance of additional securities in the future will dilute the percentage ownership of then current stockholders. Without limiting the generality of the foregoing, the Company may conduct other offerings concurrent with this offering. Subscribers in this Offering who do not hold securities of the Company purchased in certain prior offerings of the Company will be subject to additional dilution. Pursuant to the Series L Certificate of Designation, subscribers in this Offering who hold securities of the Company that such subscribers purchased in certain prior offerings of the Company, at such time as they convert Series L Preferred Stock to common stock, will be entitled to additional shares of common stock, pursuant to the formula and subject to the terms and conditions set forth therein, that holders of Series L Preferred Stock who convert shares to common stock will not otherwise be entitled to. This will result in additional dilution to subscribers in this Offering who do not hold such securities purchased in such prior offerings of the Company and will thus not be entitled to such additional shares. We may be unable to redeem the Series K Preferred Shares when required. Pursuant to the Series K Certificate of Designation, the Company will be required to redeem the Series K Preferred Shares offered in this offering on the date that is two years following the final closing or expiration date for the applicable Tranche, for the stated value plus any accrued but unpaid dividends. There is no assurance the Company will be able to make such payment. Further, although such redemption will be secured by a security interest (junior in priority to the security interest held by the Series I Preferred Stock) in the outstanding shares of our wholly-owned subsidiary, Progressive Water Treatment, Inc., pursuant to the Security Agreement, there is no assurance holders will be able to realize such amount pursuant to such security interest. In addition, we will be required to redeem any outstanding shares of our Series F Preferred Stock on September 1, 2020, which is prior to the date that we will be required to redeem our outstanding shares of Series K Preferred Stock, and may have an adverse effect on our available capital for such redemption. We also have outstanding shares of Series I Preferred Stock which we will be required to redeem prior to the date that we will be required to redeem any outstanding shares of our Series K Preferred Stock, which may have an adverse effect on our available capital for such redemption. The Series K Preferred Shares will not have voting rights. Holders of the Series K Preferred Shares, by virtue of holding such shares, will not have any voting rights, except as may be required under applicable law. Thus, the holders of the Series K Preferred Shares, by virtue of holding such shares, will have no right to participate in the election of directors of the Company or any other matter that may be brought to the vote of the shareholders of the Company. The Series K Preferred Shares will be subject to the Company’s right of redemption. Pursuant to the Series K Certificate of Designation, the Company will have the right to redeem outstanding shares of Series K Preferred Stock, in the Company’s discretion, subject to the terms and conditions set forth therein. Such redemption, if it occurs, may reduce the return on Series K Preferred Shares for Subscribers, as redeemed shares will no longer be entitled to further dividends. The Series K Preferred Stock will fluctuate, Xxxxxxx stockholders cannot be certain of convertible to common stock. The Series K Preferred Stock will not be convertible to common stock. This may reduce the market value of the Per Share Merger Consideration they will receive. Upon completion Series K Preferred Stock as the holders, by virtue of being holders of the MergerSeries K Preferred Shares, each holder of Xxxxxxx Common Stock, other than holders of dissenting shares, shall be entitled will not have the opportunity to receive, for each share of Xxxxxxx Common Stock, a number of shares of Era Common Stock equal to the Aggregate Merger Consideration divided by the number of shares of Xxxxxxx Common Stock outstanding immediately prior to the Merger (including benefit from any shares issued as a result of the Preferred Stock Conversion, any shares underlying Xxxxxxx options or restricted stock units and certain shares of Xxxxxxx Common Stock held in reserve), plus the cash value of any fractional shares of Era Common Stock that would otherwise be payable, as described under ‘‘The Merger—Terms of the Merger’’). Any change increase in the market price of Era Common Stock prior to completion the common stock. Investors should consult their own tax advisers regarding tax consequences of this Offering and the Merger will affect the value of any shares of Era Common Stock Xxxxxxx stockholders receive as consideration in the MergerSeries K and Series L Preferred Shares. The market price of Era Common Stock has fluctuated significantly since Company makes no representations regarding the signing of the Merger Agreement due tax treatment that will apply to the COVID-19 pandemic and a decrease in oil and natural gas prices since the execution of the Merger Agreement and may continue to fluctuate as a result of a variety of factorsSeries K Preferred Shares, including general market and economic conditions over the past month, changes in Era’s or Xxxxxxx’x respective businesses, operations and prospects, and regulatory considerations. Many of these factors are outside Era’s or Xxxxxxx’x control. Accordingly, at the time of the Xxxxxxx Consent Deadline, Xxxxxxx stockholders will not know or be able to calculate the market price of Era Common Stock that they will receive upon completion of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities during the pendency of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities and obligates Era and Xxxxxxx to generally operate their businesses in the ordinary course in all material respects during the pendency of the Merger absent Era’s or Xxxxxxx’x prior written consent, as applicable. These restrictions could prevent Era and Xxxxxxx from pursuing attractive business opportunities or responding effectively to competitive pressures and industry developments that arise prior to the consummation of the Merger or termination of the Merger Agreement and are outside the ordinary course of business. In particular, the Merger Agreement restricts each of Era and Xxxxxxx from making certain acquisitions and dispositions without the prior written consent of the other party. If Era or Xxxxxxx is unable to take actions it believes are beneficial, such restrictions could have an adverse effect on Era’s and/or Xxxxxxx’x business, financial condition and results of operations. The Merger Agreement contains provisions that limit Era’s and Xxxxxxx’x ability to pursue alternatives to the Merger, which could discourage a potential competing acquiror of Era or Xxxxxxx from making a favorable alternative transaction proposal and, in specified circumstances, could require Era or Xxxxxxx to pay a termination fee. The Merger Agreement contains certain provisions that restrict Era’s and Xxxxxxx’x ability to solicit, initiate, facilitate or encourage any inquiries regardingSeries L Preferred Shares, or the making of any proposal or offer that constitutes, a competing proposal, engage, continue or otherwise participate in any discussions or negotiations regarding, or furnish any non-public information to any person that has made or is, to the knowledge of Era or Xxxxxxx, as applicable, considering making a competing proposal, subject to customary exceptions and limitations. In addition, Era and Xxxxxxx generally have an opportunity to offer to modify the terms of the Merger Agreement in response to any third-party alternative transaction proposal before the Era Board or Xxxxxxx Board may change, qualify, withhold, withdraw or modify its recommendation that Era’s or Xxxxxxx’x stockholders, as applicable, approve the Merger. Further, even if the Era Board or the Xxxxxxx Board changes, qualifies, withholds, withdraws or modifies its recommendation, unless the Merger Agreement is terminated in accordance with its terms, Era or Xxxxxxx, as applicable, will still be required to submit the merger proposal to the vote of its stockholders. Upon termination of the Merger Agreement in certain circumstances relating to changes in the recommendation of the Era Board or Xxxxxxx Board in favor of the Merger or entry by Era or Xxxxxxx into an alternative transaction within 12 months of termination of the Merger Agreement, Era or Xxxxxxx will be required to pay a termination fee of $9.0 million, as applicable. These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Era or Xxxxxxx or pursuing an alternative transaction with Era or Xxxxxxx from considering or proposing such a transaction or might result in a potential third-party acquiror or merger partner proposing to pay a lower price to the stockholders of Era or Xxxxxxx than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances. If the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on Era’s and Xxxxxxx’x financial condition, stock price, results of operations, assets or business. Combining Era and Xxxxxxx may be more difficult, costly or time-consuming than currently expected, and Era and Xxxxxxx may fail to realize the anticipated benefits and cost savings of the Merger. Era and Xxxxxxx have operated and, until the completion of the Merger, will continue to operate, independently. The success of the Merger, including anticipated benefits and cost savings, will depend, in part, on Era’s and Xxxxxxx’x ability to successfully combine and integrate their businesses in a manner that does not materially disrupt existing customer relationships or result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect Era’s and/or Xxxxxxx’x ability to maintain relationships with customers and employees. The success of the Combined Company following the Merger may depend, in part, on the ability of Era and Xxxxxxx to integrate their two businesses, business models and cultures. If Era and Xxxxxxx experience difficulties in the integration process, including those listed above, they may fail to realize the anticipated benefits of the Merger in a timely manner or at all. The Combined Company’s business or results of operations or the value of its common stock may be materially and adversely affected as a result. Era and Xxxxxxx also expect to incur material one-time costs to achieve synergies and may fail to realize such estimated synergies. While Era and Xxxxxxx believe these synergies are achievable, their ability to achieve such estimated synergies in the amounts and time frame expected is subject to various assumptions by their management teams based on expectations that are subject to a number of risks, which may or may not be realized, the incurrence of other costs in Era and Xxxxxxx’x operations that may offset all or a portion of such synergies and other factors outside their control. As a consequence, Era and Xxxxxxx may not be able to realize all of these synergies within the time frame expected or at all. Era and Xxxxxxx may incur additional and/or unexpected costs to realize these synergies. In addition, if Era and Xxxxxxx fail to achieve the anticipated cost benefits in a timely manner, Era and Xxxxxxx may be unable realize all the anticipated synergies. Failure to achieve the expected synergies could significantly reduce the expected benefits associated with the Merger and adversely affect the Combined Company’s business, financial condition and results of operations. The completion of the Merger is subject to several conditions. There can be no assurances when or if the Merger will be completed. While Era and Xxxxxxx expect to complete the Merger in the middle of 2020, there can be no assurances as to the exact timing of completion of the Merger, or that the Merger will be completed at all. The completion of the Merger is subject to numerous conditionsthis Offering, including, among others, (i) receipt of requisite approvals of Era’s and Xxxxxxx’x stockholders and the filing of the Era Charter Amendment No. 1, (ii) the expiration of any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the ‘‘HSR Act’’) or any other antitrust laws, and there not being in effect any voluntary agreement with any antitrust authority under which Era and Xxxxxxx have agreed not to consummate the Merger, (iii) the absence of any governmental order or law prohibiting the consummation of the Merger, (iv) the effectiveness of the registration statement for the shares of Era Common Stock to be issued in the Merger and the authorization for listing of those shares on the NYSE, (v) the accuracy of the other party’s representations and warranties, subject to customary materiality standards, (vi) compliance of the other party with its respective covenants under the Merger Agreement in all material respects, and (vii) other customary closing conditions. If such conditions are not satisfied, the Merger will not be consummated unless such conditions are validly waived. Such conditions may jeopardize or delay consummation of the Merger or may reduce the anticipated benefits of the Merger. Further, no assurance can be given that the required approvals will be obtained or that the conditions to closing will be satisfied. Even if all such approvals are obtained, no assurance can be given as to the terms, conditions and timing of such approvals or that they will satisfy the terms of the Merger Agreement. If the Merger is not consummated by October 23, 2020 (as may be extended to a date no later than January 23, 2021 upon satisfaction of certain conditions to extension set forth in the Merger Agreement), either Era or Xxxxxxx may terminate the Merger Agreement. The Merger is subject to the requirements of the HSR Act, and regulatory authorities may impose conditions that could have an adverse effect on Era, Xxxxxxx and/or the Combined Company or that could delay, prevent or increase the costs associated with completion of the Merger. The Merger may not be consummated until notifications under the HSR Act are submitted to the Antitrust Division of the Department of Justice (the ‘‘DOJ’’) and the Federal Trade Commission (the ‘‘FTC’’) and the required waiting period has expired or been terminated. Era and Xxxxxxx submitted their respective Notification and Report forms under the HSR Act on February 6, 2020. On March 9, 2020, Era withdrew its Notification and Report form, and on March 11, 2020, Era refiled an updated Notification and Report form, thereby commencing a new thirty day waiting period, which expired on April 10, 2020 without any extension or further action by the U.S. antitrust agencies. In addition, private parties who may be adversely affected by the Merger and individual states may bring legal action under the antitrust laws in certain circumstances. Although Xxxxxxx and Era believe the consummation of the Merger will not likely be prohibited under the antitrust laws, there can be no assurance that a challenge to the Merger on antitrust grounds will not be made and, if a challenge is made, what the result will be. Under the Merger Agreement, Era and Xxxxxxx have agreed to use their reasonable best efforts to avoid or eliminate each and every impediment to consummation of the transaction under any applicable law that may be asserted by any governmental entity and to obtain all regulatory clearances or observe all regulatory review periods necessary to consummate the Merger and the transactions contemplated by the Merger Agreement as soon as commercially practicable so as to enable the closing to occur as soon as reasonably possible (and in any event, not later than the End Date). In addition, in order to consummate the Merger, Era and Xxxxxxx may be required to comply with conditions, terms, obligations or restrictions imposed by governmental entities under any antitrust law, including divestitures, and such conditions, terms, obligations or restrictions may have the effect of delaying consummation of the Merger, imposing additional material costs on or materially limiting the revenue of the Combined Company after the consummation of the Merger, or otherwise reducing the anticipated benefits to the Combined Company of the Merger. Such conditions, terms, obligations or restrictions may result in the delay or abandonment of the Merger. Notwithstanding any of the foregoing, Era and Xxxxxxx will not be obligated to negotiate, commit to or effect any action that would result in the sale, divestiture, disposal, holding separate, or other disposition of assets, contracts, businesses or product lines of Era and Xxxxxxx, or their respective subsidiaries generating, in the aggregate, Revenues (as defined below) in an aggregate amount in excess of $10.0 million. ‘‘Revenues’’ as used in the immediately preceding sentence meanslimitation, with respect to any asset, contract, business dividend or product line, gross revenues associated therewith for redemption payments under the twelve months ended December 31, 2019Series K Preferred Shares. Subscribers should consult their own tax advisers regarding such tax consequences.

RISK FACTORS. In addition An investment in the notes involves significant risks. Prior to making a decision about investing in the notes, and in consultation with your own financial and legal advisors, you should carefully consider, among other information contained in or matters, the following risk factors, as well as those incorporated by reference into this joint proxy and consent solicitation statement/prospectus, including the matters addressed under the heading ‘‘Cautionary Statement Regarding Forward-Looking Statements,’’ you should carefully consider the following risk factors in deciding how to vote on or whether to consent or withhold consent to the proposals presented in this joint proxy and consent solicitation statement/prospectus. You should also consider the other information in, prospectus supplement and the other documents incorporated by reference into, this joint proxy and consent solicitation statement/prospectus, including in particular the risk factors associated with Era’s business contained under the heading ‘‘Risk Factors’’ in Era’s accompanying prospectus from our Annual Report on Form 10-K 10‑K for the year ended December 31, 2019. See 2016 and our Quarterly Report on Form 10‑Q for the quarter ended September 30, 2017 under the headings ‘‘Where You Can Find More Information’’Risk Factors’’ and ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations’’ and other filings we may make from time to time with the SEC. Risks Related to the Merger Because Notes The notes are effectively subordinated to our secured debt and any liabilities of our subsidiaries. The notes will rank senior in right of payment to all of our indebtedness that is expressly subordinated in right of payment to the market price notes; equal in right of Era Common Stock will fluctuatepayment with all of our future, Xxxxxxx stockholders canunsecured, senior subordinated indebtedness; subordinated in right of payment to all of our existing and future senior debt (whether or not be certain secured), including indebtedness under our senior secured credit facility; effectively subordinated to all of our existing and future secured indebtedness, including secured indebtedness under our senior secured credit facility, to the extent of the market value of the Per Share Merger Consideration they assets securing such indebtedness; and structurally junior to the liabilities, including trade payables, of our subsidiaries. In the event of our bankruptcy, liquidation, reorganization or other winding up, our assets will receivebe available to pay obligations on the notes only after all senior debt (whether or not secured) has been repaid in full and all secured indebtedness has been repaid in full from the assets securing such indebtedness. Upon completion There may not be sufficient assets remaining to pay amounts due on any or all of the Merger, each holder of Xxxxxxx Common Stock, other than holders of dissenting shares, shall be entitled to receive, notes then outstanding. Except for each share of Xxxxxxx Common Stock, a number of shares of Era Common Stock equal to the Aggregate Merger Consideration divided by the number of shares of Xxxxxxx Common Stock outstanding immediately prior to the Merger (including any shares issued as a result of the Preferred Stock Conversion, any shares underlying Xxxxxxx options or restricted stock units and certain shares of Xxxxxxx Common Stock held in reserve), plus the cash value of any fractional shares of Era Common Stock that would otherwise be payable, as limitation described under ‘‘The MergerDescription of Notes—Terms Limitation on Incurrence of the Merger’’). Any change in the market price of Era Common Stock prior to completion of the Merger will affect the value of any shares of Era Common Stock Xxxxxxx stockholders receive as consideration in the Merger. The market price of Era Common Stock has fluctuated significantly since the signing of the Merger Agreement due Additional Indebtedness’’ with respect to the COVID-19 pandemic incurrence of additional indebtedness, the indenture governing the notes will not prohibit us or our subsidiaries from incurring additional debt, nor will it prohibit any of our subsidiaries from incurring additional liabilities. As of September 30, 2017, the principal amount of our total consolidated indebtedness was $25.0 million, all of which was senior secured indebtedness of us and a decrease in oil our subsidiary under our senior secured credit facility. As of September 30, 2017, our subsidiary had $37.9 million of indebtedness and natural gas prices since the execution of the Merger Agreement other liabilities (including trade payables, but excluding intercompany obligations and may continue to fluctuate as a result liabilities of a variety type not required to be reflected on a balance sheet of factors, including general market and economic conditions over the past month, changes in Era’s or Xxxxxxx’x respective businesses, operations and prospects, and regulatory considerations. Many of these factors are outside Era’s or Xxxxxxx’x control. Accordingly, at the time of the Xxxxxxx Consent Deadline, Xxxxxxx stockholders will not know or be able to calculate the market price of Era Common Stock that they will receive upon completion of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities during the pendency of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities and obligates Era and Xxxxxxx to generally operate their businesses in the ordinary course in all material respects during the pendency of the Merger absent Era’s or Xxxxxxx’x prior written consent, as applicable. These restrictions could prevent Era and Xxxxxxx from pursuing attractive business opportunities or responding effectively to competitive pressures and industry developments that arise prior to the consummation of the Merger or termination of the Merger Agreement and are outside the ordinary course of business. In particular, the Merger Agreement restricts each of Era and Xxxxxxx from making certain acquisitions and dispositions without the prior written consent of the other party. If Era or Xxxxxxx is unable to take actions it believes are beneficial, such restrictions could have an adverse effect on Era’s and/or Xxxxxxx’x business, financial condition and results of operations. The Merger Agreement contains provisions that limit Era’s and Xxxxxxx’x ability to pursue alternatives to the Merger, which could discourage a potential competing acquiror of Era or Xxxxxxx from making a favorable alternative transaction proposal and, in specified circumstances, could require Era or Xxxxxxx to pay a termination fee. The Merger Agreement contains certain provisions that restrict Era’s and Xxxxxxx’x ability to solicit, initiate, facilitate or encourage any inquiries regarding, or the making of any proposal or offer that constitutes, a competing proposal, engage, continue or otherwise participate in any discussions or negotiations regarding, or furnish any non-public information to any person that has made or is, to the knowledge of Era or Xxxxxxx, as applicable, considering making a competing proposal, subject to customary exceptions and limitations. In addition, Era and Xxxxxxx generally have an opportunity to offer to modify the terms of the Merger Agreement in response to any third-party alternative transaction proposal before the Era Board or Xxxxxxx Board may change, qualify, withhold, withdraw or modify its recommendation that Era’s or Xxxxxxx’x stockholders, as applicable, approve the Merger. Further, even if the Era Board or the Xxxxxxx Board changes, qualifies, withholds, withdraws or modifies its recommendation, unless the Merger Agreement is terminated our subsidiary in accordance with its terms, Era or Xxxxxxx, as applicable, will still be required GAAP) to submit which the merger proposal notes would have been structurally subordinated. After giving effect to the vote of its stockholders. Upon termination issuance of the Merger Agreement in certain circumstances relating to changes in the recommendation notes (assuming no exercise of the Era Board or Xxxxxxx Board in favor of the Merger or entry by Era or Xxxxxxx into an alternative transaction within 12 months of termination of the Merger Agreement, Era or Xxxxxxx will be required to pay a termination fee of $9.0 million, as applicable. These provisions could discourage a potential thirdunderwriter’s over-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Era or Xxxxxxx or pursuing an alternative transaction with Era or Xxxxxxx from considering or proposing such a transaction or might result in a potential third-party acquiror or merger partner proposing to pay a lower price to the stockholders of Era or Xxxxxxx than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances. If the Merger is not completedallotment option), the resulting failure principal amount of the Merger could our total consolidated indebtedness would have a material adverse impact on Era’s and Xxxxxxx’x financial condition, stock price, results of operations, assets been $million (or business. Combining Era and Xxxxxxx may be more difficult, costly or time-consuming than currently expected, and Era and Xxxxxxx may fail to realize the anticipated benefits and cost savings of the Merger. Era and Xxxxxxx have operated and, until the completion of the Merger, will continue to operate, independently. The success of the Merger, including anticipated benefits and cost savings, will depend, in part, on Era’s and Xxxxxxx’x ability to successfully combine and integrate their businesses in a manner that does not materially disrupt existing customer relationships or result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect Era’s and/or Xxxxxxx’x ability to maintain relationships with customers and employees. The success of the Combined Company following the Merger may depend, in part, on the ability of Era and Xxxxxxx to integrate their two businesses, business models and cultures. If Era and Xxxxxxx experience difficulties in the integration process, including those listed above, they may fail to realize the anticipated benefits of the Merger in a timely manner or at all. The Combined Company’s business or results of operations or the value of its common stock may be materially and adversely affected as a result. Era and Xxxxxxx also expect to incur material one-time costs to achieve synergies and may fail to realize such estimated synergies. While Era and Xxxxxxx believe these synergies are achievable, their ability to achieve such estimated synergies in the amounts and time frame expected is subject to various assumptions by their management teams based on expectations that are subject to a number of risks, which may or may not be realized, the incurrence of other costs in Era and Xxxxxxx’x operations that may offset all or a portion of such synergies and other factors outside their control. As a consequence, Era and Xxxxxxx may not be able to realize all of these synergies within the time frame expected or at all. Era and Xxxxxxx may incur additional and/or unexpected costs to realize these synergies. In addition, if Era and Xxxxxxx fail to achieve the anticipated cost benefits in a timely manner, Era and Xxxxxxx may be unable realize all the anticipated synergies. Failure to achieve the expected synergies could significantly reduce the expected benefits associated with the Merger and adversely affect the Combined Company’s business, financial condition and results of operations. The completion of the Merger is subject to several conditions. There can be no assurances when or $million if the Merger will be completed. While Era and Xxxxxxx expect to complete the Merger underwriter exercises its over-allotment option in the middle of 2020, there can be no assurances as to the exact timing of completion of the Merger, or that the Merger will be completed at all. The completion of the Merger is subject to numerous conditions, including, among others, (i) receipt of requisite approvals of Era’s and Xxxxxxx’x stockholders and the filing of the Era Charter Amendment No. 1, (ii) the expiration of any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the ‘‘HSR Act’’) or any other antitrust laws, and there not being in effect any voluntary agreement with any antitrust authority under which Era and Xxxxxxx have agreed not to consummate the Merger, (iii) the absence of any governmental order or law prohibiting the consummation of the Merger, (iv) the effectiveness of the registration statement for the shares of Era Common Stock to be issued in the Merger and the authorization for listing of those shares on the NYSE, (v) the accuracy of the other party’s representations and warranties, subject to customary materiality standards, (vi) compliance of the other party with its respective covenants under the Merger Agreement in all material respects, and (vii) other customary closing conditions. If such conditions are not satisfied, the Merger will not be consummated unless such conditions are validly waived. Such conditions may jeopardize or delay consummation of the Merger or may reduce the anticipated benefits of the Merger. Further, no assurance can be given that the required approvals will be obtained or that the conditions to closing will be satisfied. Even if all such approvals are obtained, no assurance can be given as to the terms, conditions and timing of such approvals or that they will satisfy the terms of the Merger Agreement. If the Merger is not consummated by October 23, 2020 (as may be extended to a date no later than January 23, 2021 upon satisfaction of certain conditions to extension set forth in the Merger Agreementfull), either Era or Xxxxxxx may terminate the Merger Agreement. The Merger is subject to the requirements of the HSR Act, and regulatory authorities may impose conditions that could have an adverse effect on Era, Xxxxxxx and/or the Combined Company or that could delay, prevent or increase the costs associated with completion of the Merger. The Merger may not be consummated until notifications under the HSR Act are submitted to the Antitrust Division of the Department of Justice (the ‘‘DOJ’’) and the Federal Trade Commission (the ‘‘FTC’’) and the required waiting period has expired or been terminated. Era and Xxxxxxx submitted their respective Notification and Report forms under the HSR Act on February 6, 2020. On March 9, 2020, Era withdrew its Notification and Report form, and on March 11, 2020, Era refiled an updated Notification and Report form, thereby commencing a new thirty day waiting period, which expired on April 10, 2020 without any extension or further action by the U.S. antitrust agencies. In addition, private parties who may be adversely affected by the Merger and individual states may bring legal action under the antitrust laws in certain circumstances. Although Xxxxxxx and Era believe the consummation of the Merger will not likely be prohibited under the antitrust laws, there can be no assurance that a challenge to the Merger on antitrust grounds will not be made and, if a challenge is made, what the result will be. Under the Merger Agreement, Era and Xxxxxxx have agreed to use their reasonable best efforts to avoid or eliminate each and every impediment to consummation of the transaction under any applicable law that may be asserted by any governmental entity and to obtain all regulatory clearances or observe all regulatory review periods necessary to consummate the Merger and the transactions contemplated by the Merger Agreement as soon as commercially practicable so as to enable the closing to occur as soon as reasonably possible (and in any event, not later than the End Date). In addition, in order to consummate the Merger, Era and Xxxxxxx may be required to comply with conditions, terms, obligations or restrictions imposed by governmental entities under any antitrust law, including divestitures, and such conditions, terms, obligations or restrictions may have the effect of delaying consummation of the Merger, imposing additional material costs on or materially limiting the revenue of the Combined Company after the consummation of the Merger, or otherwise reducing the anticipated benefits to the Combined Company of the Merger. Such conditions, terms, obligations or restrictions may result in the delay or abandonment of the Merger. Notwithstanding any of the foregoing, Era and Xxxxxxx will not be obligated to negotiate, commit to or effect any action that would result in the sale, divestiture, disposal, holding separate, or other disposition of assets, contracts, businesses or product lines of Era and Xxxxxxx, or their respective subsidiaries generating, in the aggregate, Revenues (as defined below) in an aggregate amount in excess of $10.0 million. ‘‘Revenues’’ as used in the immediately preceding sentence means, with respect to any asset, contract, business or product line, gross revenues associated therewith for the twelve months ended December 31, 2019.

RISK FACTORS. In addition to the other information contained in included in, or incorporated by reference into in, and found in the Annexes attached to, this joint proxy and consent solicitation statement/prospectus, including the matters addressed under the heading ‘‘in “Cautionary Statement Regarding Note Concerning Forward-Looking Statements,’’ ” beginning on page 67, you should carefully consider the following risk factors in risks described below before deciding how to vote on or whether to consent or withhold consent to the proposals presented in this joint proxy and consent solicitation statement/prospectusvote. You should also read and consider the other information in, and the other documents incorporated by reference into, this joint proxy and consent solicitation statement/prospectus, including in particular the risk factors associated with Era’s business contained each of the businesses of Rovi and TiVo because these risk factors may affect the operations and financial results of the combined company. These risk factors may be found under the heading ‘‘Risk Factors’’ Part I, Item 1A in Eraeach of Rovi’s Annual Report on Form 10-K for the year ended December 31, 20192015 and TiVo’s Annual Report on Form 10-K for the year ended January 31, 2016 and Part II, Item 1A in each of Rovi’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 and TiVo’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2016, each of which is on file with the SEC and all of which are incorporated by reference into this joint proxy statement/prospectus. Furthermore, you should read and consider the other information in this joint proxy statement/prospectus and the other documents incorporated by reference herein. See ‘‘“Where You Can Find More Information’’” beginning on page 216 for the location of information incorporated by reference in this joint proxy statement/prospectus. Risks Related Risk Factors Relating to the Merger Because the market price of Era Common Stock will fluctuate, Xxxxxxx Mergers TiVo and Rovi stockholders cannot be certain sure of the market value of the Per Share Merger Consideration they will receive. Upon shares of New Parent common stock to be issued, or the amount of cash to be payable to TiVo stockholders, upon completion of the Mergermergers. The market values of Rovi common stock and TiVo common stock at the time of the mergers may vary significantly from their prices on the date the merger agreement was executed, each holder the date of Xxxxxxx Common Stockthis joint proxy statement/prospectus or the date(s) on which Rovi stockholders and TiVo stockholders vote on the mergers. The market value of the New Parent common stock issued in the mergers and the Rovi common stock and TiVo common stock surrendered in the mergers may be higher or lower than the values of these shares on earlier dates. 100% of the Rovi merger consideration to be received by Rovi stockholders will be New Parent common stock. The purchase price for the TiVo common stock is designed to be valued at $10.70 per share at average Rovi stock prices from $16.00 to $25.00, other than holders comprised partially of dissenting shares, shall be entitled to receive, for each share of Xxxxxxx Common Stock, a number cash and partially of shares of Era Common Stock equal New Parent common stock in an amount based on an exchange ratio, subject to a two-way collar adjustment, and with the Aggregate Merger Consideration divided by New Parent common stock component of the number of purchase price valued based on the average Rovi stock price. Under the merger agreement, the exchange ratio is subject to a two-way collar adjustment depending on the average Rovi stock price and, if the average Rovi stock price is less than $18.71, Rovi’s exchange ratio election, and that adjustment could result in more or less shares of Xxxxxxx Common Stock outstanding immediately prior New Parent common stock being issued to the Merger (including any shares issued as a result of the Preferred Stock Conversion, any shares underlying Xxxxxxx options TiVo stockholders and more or restricted stock units and certain shares of Xxxxxxx Common Stock held in reserve), plus the less cash value of any fractional shares of Era Common Stock that would otherwise be payable, as described under ‘‘The Merger—Terms of the Merger’’)being payable to TiVo stockholders. Any change Changes in the market price prices of Era Common Stock prior to completion of the Merger will affect the value of any shares of Era Common Stock Xxxxxxx stockholders receive as consideration in the Merger. The market price of Era Common Stock has fluctuated significantly since the signing of the Merger Agreement due to the COVID-19 pandemic Rovi common stock and a decrease in oil and natural gas prices since the execution of the Merger Agreement and TiVo common stock may continue to fluctuate as a result of from a variety of factorsfactors that are beyond the control of Rovi or TiVo, including general market and economic conditions over the past month, changes in Era’s or Xxxxxxx’x respective their businesses, operations and prospects, and regulatory considerations, governmental actions, and legal proceedings and developments. Many of these factors are outside Era’s or Xxxxxxx’x control. Accordingly, at the time Market assessments of the Xxxxxxx Consent Deadlinebenefits of the mergers, Xxxxxxx stockholders the likelihood that the mergers will not know or be able to calculate completed, and general and industry-specific market and economic conditions may also have an effect on the market price of Era Common Stock Rovi common stock and TiVo common stock. Changes in market prices of TiVo common stock and Rovi common stock may also be caused by fluctuations and developments affecting domestic and global securities markets. Neither Rovi nor TiVo is permitted to terminate the merger agreement solely because of changes in the market price of either party’s respective common stock. In addition, it is possible that they will receive upon the mergers may not be completed until a significant period of time has passed after the special meetings. As a result, the market values of Rovi common stock and/or the TiVo common stock could vary significantly from the date of the special meetings to the date of the completion of the Mergermergers. The Merger Agreement subjects Era You are urged to obtain up-to-date prices for Rovi common stock and Xxxxxxx to restrictions on their business activities during the pendency TiVo common stock. There is no assurance that the mergers will be completed, that there will not be a delay in the completion of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities and obligates Era and Xxxxxxx to generally operate their businesses in the ordinary course in mergers or that all material respects during the pendency or any of the Merger absent Era’s anticipated benefits of the mergers will be obtained. See “Comparative Per Share Market Price and Dividend Information” for ranges of historic prices of Rovi common stock and TiVo common stock. An antitrust challenge may prevent or Xxxxxxx’x prior written consent, as applicable. These restrictions could prevent Era and Xxxxxxx from pursuing attractive business opportunities delay completion of the mergers or responding effectively to competitive pressures and industry developments that arise prior reduce the anticipated benefits of the mergers or may require changes to the consummation structure or terms of the Merger mergers. Consummation of the mergers is conditioned upon, among other things, the expiration or termination of the Merger Agreement waiting period (and any extensions thereof) applicable to the mergers under the HSR Act which, as noted above, has been obtained by the grant of early termination of the HSR Act waiting period on July 8, 2016. Notwithstanding the grant of early termination, at any time before or after the mergers are outside consummated, any of the ordinary course of business. In particularDOJ, the Merger Agreement restricts each of Era and Xxxxxxx from making certain acquisitions and dispositions without FTC or U.S. state attorneys general or foreign governmental authorities could take action under the prior written consent antitrust laws in opposition to the mergers, including seeking to enjoin completion of the other partymergers, condition completion of the mergers upon the divestiture of assets of Rovi, TiVo or their subsidiaries or impose restrictions on New Parent’s post-merger operations. If Era These could negatively affect the results of operations and financial condition of the combined company following completion of the mergers. Any such requirements or Xxxxxxx is unable to take actions it believes are beneficialrestrictions may prevent or delay completion of the mergers or may reduce the anticipated benefits of the mergers, such restrictions which could also have an a material adverse effect on Erathe combined company’s and/or Xxxxxxx’x businessbusiness and cash flows, financial condition and results of operations. The Merger Agreement contains provisions that limit Era’s Failure to successfully combine the businesses of Rovi and Xxxxxxx’x ability to pursue alternatives to the Merger, which could discourage a potential competing acquiror of Era or Xxxxxxx from making a favorable alternative transaction proposal and, in specified circumstances, could require Era or Xxxxxxx to pay a termination fee. The Merger Agreement contains certain provisions that restrict Era’s and Xxxxxxx’x ability to solicit, initiate, facilitate or encourage any inquiries regardingTiVo, or the making of any proposal or offer that constitutes, a competing proposal, engage, continue or otherwise participate in any discussions or negotiations regarding, or furnish any non-public information to any person that has made or is, to the knowledge of Era or Xxxxxxx, as applicable, considering making a competing proposal, subject to customary exceptions and limitations. In addition, Era and Xxxxxxx generally have an opportunity to offer to modify the terms of the Merger Agreement in response to any third-party alternative transaction proposal before the Era Board or Xxxxxxx Board may change, qualify, withhold, withdraw or modify its recommendation that Era’s or Xxxxxxx’x stockholders, as applicable, approve the Merger. Further, even if the Era Board or the Xxxxxxx Board changes, qualifies, withholds, withdraws or modifies its recommendation, unless the Merger Agreement is terminated in accordance with its terms, Era or Xxxxxxx, as applicable, will still be required to submit the merger proposal to the vote of its stockholders. Upon termination of the Merger Agreement in certain circumstances relating to changes achieve integration in the recommendation of the Era Board or Xxxxxxx Board in favor of the Merger or entry by Era or Xxxxxxx into an alternative transaction within 12 months of termination of the Merger Agreementexpected time frame, Era or Xxxxxxx will be required to pay a termination fee of $9.0 million, as applicable. These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Era or Xxxxxxx or pursuing an alternative transaction with Era or Xxxxxxx from considering or proposing such a transaction or might result in a potential third-party acquiror or merger partner proposing to pay a lower price to the stockholders of Era or Xxxxxxx than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances. If the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on Eraadversely affect New Parent’s and Xxxxxxx’x financial condition, stock price, results of operations, assets or business. Combining Era and Xxxxxxx may be more difficult, costly or time-consuming than currently expected, and Era and Xxxxxxx may fail to realize the anticipated benefits and cost savings of the Merger. Era and Xxxxxxx have operated and, until the completion of the Merger, will continue to operate, independentlyfuture results. The success of the Merger, including anticipated benefits and cost savings, mergers will depend, in part, on EraNew Parent’s and Xxxxxxx’x ability to successfully combine and integrate their businesses in a manner that does not materially disrupt existing customer relationships or result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect Era’s and/or Xxxxxxx’x ability to maintain relationships with customers and employees. The success of the Combined Company following the Merger may depend, in part, on the ability of Era and Xxxxxxx to integrate their two businesses, business models and cultures. If Era and Xxxxxxx experience difficulties in the integration process, including those listed above, they may fail to realize the anticipated benefits from combining the businesses of Rovi and TiVo as further described in the section titled “The Mergers— Recommendation of the Merger Rovi Board; Rovi’s Reasons for the Rovi Merger” beginning on page 118 and “The Mergers—Recommendation of the TiVo Board; TiVo’s Reasons for the TiVo Merger” beginning on page 102. To realize these anticipated benefits, including the cost synergies being forecast, the businesses of Rovi and TiVo must be successfully combined. Historically, Rovi and TiVo have been independent companies, and they will continue to be operated as such until the completion of the mergers. The management of New Parent may face significant challenges in a timely manner consolidating the functions of TiVo and Rovi, integrating the technologies, organizations, procedures, policies and operations, as well as addressing the different business cultures at the two companies, and retaining key personnel. For example, the management of New Parent may delay taking certain actions to consolidate functions because doing so might trigger costs under TiVo’s employee change of control benefits, or management of New Parent may take such actions and incur incremental costs. If the combined company is not successfully integrated or such integration is delayed, the anticipated benefits of the mergers may not be realized fully or at all, or may take longer to realize than expected. The Combined Companyintegration may also be complex and time consuming, and require substantial resources and effort. The integration process and other disruptions resulting from the mergers may also disrupt each company’s ongoing businesses and/or adversely affect our relationships with employees, customers, regulators and others with whom we have business or results other dealings. Rovi and TiVo will be subject to business uncertainties and contractual restrictions while the mergers are pending. Uncertainty about the effect of operations the mergers on employees and customers may have an adverse effect on TiVo or Rovi and consequently on the value of its common stock combined company. These uncertainties may be materially and adversely affected as a result. Era and Xxxxxxx also expect to incur material one-time costs to achieve synergies and may fail to realize such estimated synergies. While Era and Xxxxxxx believe these synergies are achievable, their impair Rovi’s or TiVo’s ability to achieve such estimated synergies in the amounts retain and time frame expected is subject motivate key personnel and could cause customers and others that deal with Rovi or TiVo to various assumptions by their management teams based on expectations defer entering into contracts with Rovi or TiVo or making other decisions concerning Rovi or TiVo, or seek to change existing business relationships with Rovi or TiVo. Certain of TiVo’s customer contracts contain change of control restrictions that are subject may give rise to a number right of risks, which may termination or may not be realized, cancellation in connection with the incurrence of other costs in Era and Xxxxxxx’x operations that may offset all or a portion of such synergies and other factors outside their control. As a consequence, Era and Xxxxxxx may not be able to realize all of these synergies within the time frame expected or at all. Era and Xxxxxxx may incur additional and/or unexpected costs to realize these synergiesmergers. In addition, if Era key employees depart because of uncertainty about their future roles and Xxxxxxx fail to achieve the anticipated cost benefits in a timely manner, Era and Xxxxxxx may be unable realize all the anticipated synergies. Failure to achieve the expected synergies could significantly reduce the expected benefits associated with the Merger and adversely affect the Combined Company’s business, financial condition and results of operations. The completion potential complexities of the Merger is subject to several conditions. There can be no assurances when or if the Merger will be completed. While Era and Xxxxxxx expect to complete the Merger in the middle of 2020mergers, there can be no assurances as to the exact timing of completion of the Merger, or that the Merger will be completed at all. The completion of the Merger is subject to numerous conditions, including, among others, (i) receipt of requisite approvals of EraXxXx’s and Xxxxxxx’x stockholders Rovi’s business could be harmed. In addition, the merger agreement restricts Rovi and TiVo from making certain acquisitions and taking other specified actions until the filing of mergers occur without the Era Charter Amendment No. 1, (ii) the expiration of any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the ‘‘HSR Act’’) or any other antitrust laws, and there not being in effect any voluntary agreement with any antitrust authority under which Era and Xxxxxxx have agreed not to consummate the Merger, (iii) the absence of any governmental order or law prohibiting the consummation of the Merger, (iv) the effectiveness of the registration statement for the shares of Era Common Stock to be issued in the Merger and the authorization for listing of those shares on the NYSE, (v) the accuracy consent of the other party. These restrictions may prevent Rovi and TiVo from pursuing attractive business opportunities that may arise prior to the completion of the mergers. See the section entitled “The Merger Agreement—Covenants and Agreements” beginning on page 165 for a description of the restrictive covenants applicable to Rovi and TiVo. The merger agreement limits Rovi’s representations and warrantiesTiVo’s ability to pursue alternatives to the mergers. Each of Rovi and TiVo has agreed that it will not solicit, initiate, knowingly encourage or take any other action designed to facilitate inquiries or the making of any proposals which may reasonably be expected to lead to any takeover proposal, engage in discussions or negotiations regarding takeover proposals, provide any confidential information or data in relation to a takeover proposal, approve or recommend (or propose publicly to do the same) any takeover proposal or any letter of intent, merger agreement or similar agreement related to any takeover proposal, subject to customary materiality standardslimited exceptions, (vi) compliance including that a party may take certain actions in the event it receives an unsolicited takeover proposal that constitutes a superior proposal or is reasonably expected to lead to a superior proposal, and the party’s board of the other party directors determines in good faith, after consultation with its respective covenants under the Merger Agreement in all material respectsoutside legal counsel, and (vii) other customary closing conditions. If such conditions are not satisfied, the Merger will not be consummated unless such conditions are validly waived. Such conditions may jeopardize or delay consummation of the Merger or may reduce the anticipated benefits of the Merger. Further, no assurance can be given that the required approvals will be obtained or that the conditions to closing will be satisfied. Even if all such approvals are obtained, no assurance can be given as to the terms, conditions and timing of such approvals or that they will satisfy the terms of the Merger Agreement. If the Merger is not consummated by October 23, 2020 (as may be extended to a date no later than January 23, 2021 upon satisfaction of certain conditions to extension set forth in the Merger Agreement), either Era or Xxxxxxx may terminate the Merger Agreement. The Merger is subject to the requirements of the HSR Act, and regulatory authorities may impose conditions that could have an adverse effect on Era, Xxxxxxx and/or the Combined Company or that could delay, prevent or increase the costs associated with completion of the Merger. The Merger may not be consummated until notifications under the HSR Act are submitted to the Antitrust Division of the Department of Justice (the ‘‘DOJ’’) and the Federal Trade Commission (the ‘‘FTC’’) and the required waiting period has expired or been terminated. Era and Xxxxxxx submitted their respective Notification and Report forms under the HSR Act on February 6, 2020. On March 9, 2020, Era withdrew its Notification and Report form, and on March 11, 2020, Era refiled an updated Notification and Report form, thereby commencing a new thirty day waiting period, which expired on April 10, 2020 without any extension or further action by the U.S. antitrust agencies. In addition, private parties who may be adversely affected by the Merger and individual states may bring legal action under the antitrust laws in certain circumstances. Although Xxxxxxx and Era believe the consummation of the Merger will not likely be prohibited under the antitrust laws, there can be no assurance that a challenge failure to the Merger on antitrust grounds will not be made and, if a challenge is made, what the result will be. Under the Merger Agreement, Era and Xxxxxxx have agreed to use their reasonable best efforts to avoid or eliminate each and every impediment to consummation of the transaction under any applicable law that may be asserted by any governmental entity and to obtain all regulatory clearances or observe all regulatory review periods necessary to consummate the Merger and the transactions contemplated by the Merger Agreement as soon as commercially practicable so as to enable the closing to occur as soon as reasonably possible (and in any event, not later than the End Date). In addition, in order to consummate the Merger, Era and Xxxxxxx may be required to comply with conditions, terms, obligations or restrictions imposed by governmental entities under any antitrust law, including divestitures, and such conditions, terms, obligations or restrictions may have the effect of delaying consummation of the Merger, imposing additional material costs on or materially limiting the revenue of the Combined Company after the consummation of the Merger, or otherwise reducing the anticipated benefits to the Combined Company of the Merger. Such conditions, terms, obligations or restrictions may result in the delay or abandonment of the Merger. Notwithstanding any of the foregoing, Era and Xxxxxxx will not be obligated to negotiate, commit to or effect any take action that would result in the sale, divestiture, disposal, holding separate, or other disposition of assets, contracts, businesses or product lines of Era and Xxxxxxx, or their respective subsidiaries generating, in the aggregate, Revenues (as defined below) in an aggregate amount in excess of $10.0 million. ‘‘Revenues’’ as used in the immediately preceding sentence means, with respect to such takeover proposal would be inconsistent with its fiduciary duties. Each party has also agreed that its board of directors will not change its recommendation to its stockholders or approve any assetalternative agreement, contractsubject to limited exceptions, business or product lineincluding that, gross revenues associated therewith for at any time prior to the twelve months ended December 31applicable stockholder approval, 2019.the applicable board of directors may make a change in recommendation

RISK FACTORS. In addition to the other information contained in or included and incorporated by reference into or attached to this joint proxy and consent solicitation statement/prospectus, including the matters addressed under in the heading ‘‘section entitled “Cautionary Statement Regarding Concerning Forward-Looking Statements,’’ ” beginning on page 36, you should be aware of and carefully consider the following risk factors in risks and uncertainties that are applicable to the merger agreement, the merger, TriCo and FNBB before deciding how whether to vote on for the approval of the TriCo merger proposal or whether the FNBB merger proposal and the approval of the adjournment of the TriCo or FNBB special meeting, if necessary, to consent or withhold consent solicit additional proxies in favor of the merger proposals to approve the proposals presented in this joint proxy and consent solicitation statement/prospectusmerger proposals. You should also consider the other information inrisks relating to the businesses of TriCo and ownership of TriCo common stock contained in Part I, and the other documents incorporated by reference into, this joint proxy and consent solicitation statement/prospectus, including in particular the risk factors associated with Era’s business contained under the heading ‘‘Risk Factors’’ in EraItem 1A of TriCo’s Annual Report on Form 10-K for the year ended December 31, 20192017 that has been filed with the SEC, as well as any subsequent documents filed by TriCo with the SEC, which are incorporated into this joint proxy statement/ prospectus by reference. See ‘‘“Where You Can Find More Information’’” on page 1 and “Documents Incorporated by Reference” on page 144. Risks Related Relating to the Merger Because the market price of Era Common Stock TriCo common stock fluctuates, FNBB shareholders will fluctuate, Xxxxxxx stockholders cannot be certain know of the market value of the Per Share Merger Consideration merger consideration they will receivereceive in the merger at the time they vote. Upon completion the effective time of the Mergermerger, each holder share of Xxxxxxx Common StockFNBB common stock will be cancelled and converted into the right to receive the merger consideration, other than holders consisting of dissenting sharesshares of TriCo common stock pursuant to the terms of the merger agreement. The merger consideration to be received by FNBB shareholders will be based on an exchange ratio, shall be entitled to receive, which is fixed at 0.98 shares of TriCo common stock for each share of Xxxxxxx Common Stock, a number of shares of Era Common Stock equal FNBB common stock but subject to the Aggregate Merger Consideration divided by the number of shares of Xxxxxxx Common Stock outstanding immediately prior to the Merger (including any shares issued as a result of the Preferred Stock Conversion, any shares underlying Xxxxxxx options or restricted stock units and certain shares of Xxxxxxx Common Stock held in reserve), plus the cash value of any fractional shares of Era Common Stock that would otherwise be payablepotential adjustment, as described under ‘‘The Merger—Terms in the following paragraph. Because the price of TriCo common stock could fluctuate during the Merger’’)period of time between the FNBB special meeting and the time the FNBB shareholders actually receive their shares of TriCo common stock as merger consideration, the FNBB shareholders will be subject to the risk of a decline in the price of TriCo common stock during this period. Any change FNBB does not have the right to terminate the merger agreement or to resolicit the vote of its shareholders solely because of changes in the market price prices of Era Common Stock prior TriCo’s common stock (although the parties will have certain rights to completion of terminate the Merger will affect merger agreement or adjust the value of any shares of Era Common Stock Xxxxxxx stockholders receive as consideration exchange ratio for changes in the Mergermarket prices of TriCo’s common stock as described elsewhere in this joint proxy statement/prospectus). The market Stock price of Era Common Stock has fluctuated significantly since the signing of the Merger Agreement due to the COVID-19 pandemic and a decrease in oil and natural gas prices since the execution of the Merger Agreement and changes may continue to fluctuate as a result of from a variety of factors, including general market and economic conditions over the past monthconditions, changes in Erathe values and perceptions of financial services stocks generally and TriCo in particular, changes in TriCo’s or Xxxxxxx’x respective businessesbusiness, operations and prospects, prospects and regulatory considerations. Many of these factors are outside Erabeyond TriCo’s or Xxxxxxx’x control. For example, from December 8, 2017, the last trading day prior to the date that TriCo and FNBB announced their entry into the merger agreement, and April 16, 2018, the actual closing price of TriCo common stock reported on Nasdaq ranged from $36.19 to $41.28 implying a value per share of FNBB common stock of $35.47 to $40.45, based on the exchange ratio of 0.98 shares of TriCo common stock. Accordingly, at the time of the Xxxxxxx Consent DeadlineFNBB special meeting, Xxxxxxx stockholders the FNBB shareholders will not know or be able to calculate the market price exact value of Era Common Stock that the shares of TriCo common stock they will receive upon completion of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities during the pendency of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities and obligates Era and Xxxxxxx to generally operate their businesses in the ordinary course in all material respects during the pendency of the Merger absent Era’s or Xxxxxxx’x prior written consent, as applicable. These restrictions could prevent Era and Xxxxxxx from pursuing attractive business opportunities or responding effectively to competitive pressures and industry developments that arise prior to the consummation of the Merger or termination of the Merger Agreement and are outside the ordinary course of business. In particular, the Merger Agreement restricts each of Era and Xxxxxxx from making certain acquisitions and dispositions without the prior written consent of the other party. If Era or Xxxxxxx is unable to take actions it believes are beneficial, such restrictions could have an adverse effect on Era’s and/or Xxxxxxx’x business, financial condition and results of operations. The Merger Agreement contains provisions that limit Era’s and Xxxxxxx’x ability to pursue alternatives to the Merger, which could discourage a potential competing acquiror of Era or Xxxxxxx from making a favorable alternative transaction proposal and, in specified circumstances, could require Era or Xxxxxxx to pay a termination fee. The Merger Agreement contains certain provisions that restrict Era’s and Xxxxxxx’x ability to solicit, initiate, facilitate or encourage any inquiries regarding, or the making of any proposal or offer that constitutes, a competing proposal, engage, continue or otherwise participate in any discussions or negotiations regarding, or furnish any non-public information to any person that has made or is, to the knowledge of Era or Xxxxxxx, as applicable, considering making a competing proposal, subject to customary exceptions and limitations. In addition, Era and Xxxxxxx generally have an opportunity to offer to modify the terms of the Merger Agreement in response to any third-party alternative transaction proposal before the Era Board or Xxxxxxx Board may change, qualify, withhold, withdraw or modify its recommendation that Era’s or Xxxxxxx’x stockholders, as applicable, approve the Mergermerger. Further, even if while the Era Board or the Xxxxxxx Board changesexchange ratio is generally fixed at 0.98 shares of TriCo common stock, qualifies, withholds, withdraws or modifies its recommendation, unless the Merger Agreement is terminated in accordance with its terms, Era or Xxxxxxx, as applicable, will still be required to submit the merger proposal to the vote of its stockholders. Upon termination of the Merger Agreement in certain circumstances relating to changes in the recommendation of the Era Board or Xxxxxxx Board in favor of the Merger or entry by Era or Xxxxxxx into an alternative transaction within 12 months of termination of the Merger Agreement, Era or Xxxxxxx will be required to pay agreement includes a termination fee of $9.0 million, as applicable. These provisions could discourage a potential third-party acquiror or merger partner trading collar that might have an interest in acquiring all or a significant portion of Era or Xxxxxxx or pursuing an alternative transaction with Era or Xxxxxxx from considering or proposing such a transaction or might result in a potential third-party acquiror or merger partner proposing to pay a lower price to the stockholders of Era or Xxxxxxx than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances. If the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on Era’s and Xxxxxxx’x financial condition, stock price, results of operations, assets or business. Combining Era and Xxxxxxx may be more difficult, costly or time-consuming than currently expected, and Era and Xxxxxxx may fail to realize the anticipated benefits and cost savings of the Merger. Era and Xxxxxxx have operated and, until the completion of the Merger, will continue to operate, independently. The success of the Merger, including anticipated benefits and cost savings, will depend, in part, on Era’s and Xxxxxxx’x ability to successfully combine and integrate their businesses in a manner that does not materially disrupt existing customer relationships or result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect Era’s and/or Xxxxxxx’x ability to maintain relationships with customers and employees. The success termination of the Combined Company following the Merger may depend, in part, on the ability of Era and Xxxxxxx to integrate their two businesses, business models and cultures. If Era and Xxxxxxx experience difficulties merger agreement or a change in the integration process, including those listed above, they may fail exchange ratio. TriCo can elect to realize terminate the anticipated benefits of the Merger in a timely manner or at all. The Combined Company’s business or results of operations or the value of its common stock may be materially and adversely affected as a result. Era and Xxxxxxx also expect to incur material one-time costs to achieve synergies and may fail to realize such estimated synergies. While Era and Xxxxxxx believe these synergies are achievable, their ability to achieve such estimated synergies in the amounts and time frame expected is subject to various assumptions by their management teams based on expectations that are subject to a number of risks, which may or may not be realized, the incurrence of other costs in Era and Xxxxxxx’x operations that may offset all or a portion of such synergies and other factors outside their control. As a consequence, Era and Xxxxxxx may not be able to realize all of these synergies within the time frame expected or at all. Era and Xxxxxxx may incur additional and/or unexpected costs to realize these synergies. In addition, merger agreement if Era and Xxxxxxx fail to achieve the anticipated cost benefits in a timely manner, Era and Xxxxxxx may be unable realize all the anticipated synergies. Failure to achieve the expected synergies could significantly reduce the expected benefits associated with the Merger and adversely affect the Combined Company’s business, financial condition and results of operations. The completion of the Merger is subject to several conditions. There can be no assurances when or if the Merger will be completed. While Era and Xxxxxxx expect to complete the Merger in the middle of 2020, there can be no assurances as to the exact timing of completion of the Merger, or that the Merger will be completed at all. The completion of the Merger is subject to numerous conditions, including, among others, both (i) receipt of requisite approvals of Era’s and Xxxxxxx’x stockholders and the filing TriCo average closing price is greater than $49.78, which equals 120% of the Era Charter Amendment No. 1, (ii) the expiration average share price of any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the ‘‘HSR Act’’) or any other antitrust laws, and there not being in effect any voluntary agreement with any antitrust authority under which Era and Xxxxxxx have agreed not to consummate the Merger, (iii) the absence of any governmental order or law prohibiting the consummation of the Merger, (iv) the effectiveness of the registration statement TriCo common stock for the shares of Era Common Stock 20 trading-day period up to be issued in the Merger and the authorization for listing of those shares on the NYSEincluding December 8, (v) the accuracy of the other party’s representations and warranties, subject to customary materiality standards, (vi) compliance of the other party with its respective covenants under the Merger Agreement in all material respects, and (vii) other customary closing conditions. If such conditions are not satisfied, the Merger will not be consummated unless such conditions are validly waived. Such conditions may jeopardize or delay consummation of the Merger or may reduce the anticipated benefits of the Merger. Further, no assurance can be given that the required approvals will be obtained or that the conditions to closing will be satisfied. Even if all such approvals are obtained, no assurance can be given as to the terms, conditions and timing of such approvals or that they will satisfy the terms of the Merger Agreement. If the Merger is not consummated by October 23, 2020 (as may be extended to a date no later than January 23, 2021 upon satisfaction of certain conditions to extension set forth in the Merger Agreement), either Era or Xxxxxxx may terminate the Merger Agreement. The Merger is subject to the requirements of the HSR Act, and regulatory authorities may impose conditions that could have an adverse effect on Era, Xxxxxxx and/or the Combined Company or that could delay, prevent or increase the costs associated with completion of the Merger. The Merger may not be consummated until notifications under the HSR Act are submitted to the Antitrust Division of the Department of Justice (the ‘‘DOJ’’) and the Federal Trade Commission (the ‘‘FTC’’) and the required waiting period has expired or been terminated. Era and Xxxxxxx submitted their respective Notification and Report forms under the HSR Act on February 6, 2020. On March 9, 2020, Era withdrew its Notification and Report form, and on March 11, 2020, Era refiled an updated Notification and Report form, thereby commencing a new thirty day waiting period2017, which expired on April 10was $41.48, 2020 without any extension or further action by which we refer to as the U.S. antitrust agencies. In addition“initial TriCo trading price”, private parties who may be adversely affected by the Merger and individual states may bring legal action under the antitrust laws in certain circumstances. Although Xxxxxxx and Era believe the consummation of the Merger will not likely be prohibited under the antitrust laws, there can be no assurance that a challenge to the Merger on antitrust grounds will not be made and, if a challenge is made, what the result will be. Under the Merger Agreement, Era and Xxxxxxx have agreed to use their reasonable best efforts to avoid or eliminate each and every impediment to consummation of the transaction under any applicable law that may be asserted by any governmental entity and to obtain all regulatory clearances or observe all regulatory review periods necessary to consummate the Merger and the transactions contemplated by the Merger Agreement as soon as commercially practicable so as to enable the closing to occur as soon as reasonably possible (and in any event, not later than the End Date). In addition, in order to consummate the Merger, Era and Xxxxxxx may be required to comply with conditions, terms, obligations or restrictions imposed by governmental entities under any antitrust law, including divestitures, and such conditions, terms, obligations or restrictions may have the effect of delaying consummation of the Merger, imposing additional material costs on or materially limiting the revenue of the Combined Company after the consummation of the Merger, or otherwise reducing the anticipated benefits to the Combined Company of the Merger. Such conditions, terms, obligations or restrictions may result in the delay or abandonment of the Merger. Notwithstanding any of the foregoing, Era and Xxxxxxx will not be obligated to negotiate, commit to or effect any action that would result in the sale, divestiture, disposal, holding separate, or other disposition of assets, contracts, businesses or product lines of Era and Xxxxxxx, or their respective subsidiaries generating, in the aggregate, Revenues (as defined below) in an aggregate amount in excess of $10.0 million. ‘‘Revenues’’ as used in the immediately preceding sentence means, with respect to any asset, contract, business or product line, gross revenues associated therewith for the twelve months ended December 31, 2019.

RISK FACTORS. In addition An investment in the Securities of the Offeror involves a high degree of risk and should be considered only by persons who can afford to the other information contained lose their entire investment and who have no need for liquidity in or incorporated by reference into this joint proxy and consent solicitation statement/prospectus, including the matters addressed under the heading ‘‘Cautionary Statement Regarding Forward-Looking Statements,’’ you their investment. You should carefully consider the following risk factors described below and discussed in deciding how to vote on or whether to consent or withhold consent to the proposals presented in this joint proxy and consent solicitation statement/prospectus. You should also consider the other information in, and the other documents incorporated by reference into, this joint proxy and consent solicitation statement/prospectus, including in particular the risk factors associated with Era’s business contained under the heading ‘‘section titled “Risk Factors’’ ” in Era’s our most recent Annual Report on Form 10-K for K, as well as the year ended December 31risks, 2019uncertainties and additional information set forth in our SEC Filings incorporated by reference herein. See ‘‘Where You Can Find More Information’’Our business, financial condition or results of operations could be materially adversely affected by any of these risks. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment. Risks Related to Our Business There is substantial doubt about our ability to continue as a going concern. In their 2023 report, our registered public accounting firm stated that we suffered a net loss from operations and that we have a net capital deficiency, which has raised substantial doubt about our ability to continue as a going concern. Risks Related to the Merger Because Securities and This Offering There is no public market for the market price of Era Common Stock will fluctuate, Xxxxxxx stockholders cannot be certain of the market value of the Per Share Merger Consideration they will receive. Upon completion of the Merger, each holder of Xxxxxxx Common Stock, other than holders of dissenting shares, shall be entitled to receive, for each share of Xxxxxxx Common Stock, a number of shares of Era Common Stock equal to the Aggregate Merger Consideration divided by the number of shares of Xxxxxxx Common Stock outstanding immediately prior to the Merger (including any shares issued as a result of the Series Y Preferred Stock Conversion, any shares underlying Xxxxxxx options Shares or restricted stock units and certain shares of Xxxxxxx Common Stock held in reserve), plus the cash value of any fractional shares of Era Common Stock that would otherwise be payable, as described under ‘‘The Merger—Terms of the Merger’’). Any change in the market price of Era Common Stock prior to completion of the Merger will affect the value of any shares of Era Common Stock Xxxxxxx stockholders receive as consideration in the Merger. The market price of Era Common Stock has fluctuated significantly since the signing of the Merger Agreement due to the COVID-19 pandemic Warrants and a decrease in oil and natural gas prices since limited public market for the execution of common stock. There is no public market for the Merger Agreement and may continue to fluctuate as a result of a variety of factors, including general market and economic conditions over Series Y Preferred Shares or the past month, changes in Era’s or Xxxxxxx’x respective businesses, operations and prospectsWarrants, and regulatory considerations. Many of these factors are outside Era’s we do not intend to have such securities quoted or Xxxxxxx’x control. Accordingly, at the time of the Xxxxxxx Consent Deadline, Xxxxxxx stockholders will not know or be able to calculate the market price of Era Common Stock that they will receive upon completion of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions listed on their business activities during the pendency of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities and obligates Era and Xxxxxxx to generally operate their businesses in the ordinary course in all material respects during the pendency of the Merger absent Era’s or Xxxxxxx’x prior written consent, as applicable. These restrictions could prevent Era and Xxxxxxx from pursuing attractive business opportunities or responding effectively to competitive pressures and industry developments that arise prior to the consummation of the Merger or termination of the Merger Agreement and are outside the ordinary course of business. In particular, the Merger Agreement restricts each of Era and Xxxxxxx from making certain acquisitions and dispositions without the prior written consent of the other party. If Era or Xxxxxxx is unable to take actions it believes are beneficial, such restrictions could have an adverse effect on Era’s and/or Xxxxxxx’x business, financial condition and results of operations. The Merger Agreement contains provisions that limit Era’s and Xxxxxxx’x ability to pursue alternatives to the Merger, which could discourage a potential competing acquiror of Era or Xxxxxxx from making a favorable alternative transaction proposal and, in specified circumstances, could require Era or Xxxxxxx to pay a termination fee. The Merger Agreement contains certain provisions that restrict Era’s and Xxxxxxx’x ability to solicit, initiate, facilitate or encourage any inquiries regarding, or the making of any proposal or offer that constitutes, a competing proposal, engage, continue or otherwise participate in any discussions or negotiations regarding, or furnish any non-public information to any person that has made or is, to the knowledge of Era or Xxxxxxx, as applicable, considering making a competing proposal, subject to customary exceptions and limitationsmarket. In addition, Era and Xxxxxxx generally our common stock is quoted on the OTC Pink, which is an unorganized, inter-dealer, over-the-counter market, which provides significantly less liquidity than the NASDAQ Capital Market or other national securities exchange. These factors may have an opportunity adverse impact on the trading and price of our common stock. The Securities will be subject to offer restrictions on resale. We have not registered the sale of any of the Securities under the Securities Act or any state securities laws. The securities offered hereby are highly illiquid and are not transferable except in accordance with the Securities Act. Consequently, the Securities may not be resold or otherwise transferred unless they are subsequently registered under applicable securities laws or an exemption therefrom is available. In view of these and other limitations to modify the transfer of the Securities as described herein, the Securities should be considered an illiquid investment which may need to be held indefinitely. Limitations on the transfer of the Securities may also adversely affect the price that a Purchaser might be able to obtain for such securities in a private sale. The price of the Units has been determined without a third party valuation or fairness opinion. We have set the price of Units without the benefit of any third party valuation or fairness opinion or review. You must make your own determination as to the accuracy, fairness or reasonableness of the price of the Units and the other terms of the Merger Agreement Offering. Property or assets received by the Offeror by Purchasers in response to any third-party alternative transaction proposal before the Era Board or Xxxxxxx Board may change, qualify, withhold, withdraw or modify its recommendation that Era’s or Xxxxxxx’x stockholders, as applicable, approve the Merger. Further, even if the Era Board or the Xxxxxxx Board changes, qualifies, withholds, withdraws or modifies its recommendation, unless the Merger Agreement is terminated in accordance with its terms, Era or Xxxxxxx, as applicable, will still be required to submit the merger proposal to the vote lieu of its stockholders. Upon termination of the Merger Agreement in certain circumstances relating to changes cash investment in the recommendation of the Era Board or Xxxxxxx Board in favor of the Merger or entry by Era or Xxxxxxx into an alternative transaction within 12 months of termination of the Merger Agreement, Era or Xxxxxxx will be required to pay a termination fee of $9.0 million, as applicable. These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Era or Xxxxxxx or pursuing an alternative transaction with Era or Xxxxxxx from considering or proposing such a transaction or might result in a potential third-party acquiror or merger partner proposing to pay a lower price to the stockholders of Era or Xxxxxxx than it might otherwise have proposed to pay because of the added expense of the termination fee that Securities may become payable in certain circumstances. If the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on Era’s and Xxxxxxx’x financial condition, stock price, results of operations, assets or business. Combining Era and Xxxxxxx may be more difficult, costly or time-consuming than currently expected, and Era and Xxxxxxx may fail to realize the anticipated benefits and cost savings of the Merger. Era and Xxxxxxx have operated and, until the completion of the Merger, will continue to operate, independently. The success of the Merger, including anticipated benefits and cost savings, will depend, in part, on Era’s and Xxxxxxx’x ability to successfully combine and integrate their businesses in a manner that does not materially disrupt existing customer relationships or result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect Era’s and/or Xxxxxxx’x ability to maintain relationships with customers and employees. The success of the Combined Company following the Merger may depend, in part, on the ability of Era and Xxxxxxx to integrate their two businesses, business models and cultures. If Era and Xxxxxxx experience difficulties in the integration process, including those listed above, they may fail to realize the anticipated benefits of the Merger in a timely manner or at all. The Combined Company’s business or results of operations or the value of its common stock may be materially and adversely affected as a result. Era and Xxxxxxx also expect to incur material one-time costs to achieve synergies and may fail to realize such estimated synergies. While Era and Xxxxxxx believe these synergies are achievable, their ability to achieve such estimated synergies in the amounts and time frame expected is subject to various assumptions by their management teams based on expectations that are subject to a number of risks, which may or may not be realized, the incurrence of other costs in Era and Xxxxxxx’x operations that may offset all or a portion of such synergies and other factors outside their control. As a consequence, Era and Xxxxxxx may ultimately not be able to realize all be monetized by the Offeror at a value consistent with appraisals received on such property or assets or in the timeframe desired by the Offeror. The Offeror may accept the transfer of these synergies within title to property or assets in lieu of cash from Purchasers in the time frame expected Offering, provided the value of such property or at all. Era assets is established by an independent third-party appraisal and Xxxxxxx may incur additional and/or unexpected costs to realize these synergiesproof of ownership and marketability. In additionsuch event, if Era and Xxxxxxx fail it is the Offeror's intention to achieve monetize any such property or assets through sale of such property or assets, or borrowing against such property or assets, with an appropriate discount against such appraised value based on the anticipated cost benefits in a timely manner, Era and Xxxxxxx may be unable realize all the anticipated synergies. Failure to achieve the expected synergies could significantly reduce the expected benefits associated with the Merger and adversely affect the Combined Company’s business, financial condition and results reasonable projected costs of operations. The completion of the Merger is subject to several conditionsselling or borrowing against any such property or assets. There can be no assurances when assurance, however, that any such property or if assets received by the Merger will be completed. While Era and Xxxxxxx expect to complete the Merger Offeror from Purchasers in lieu of cash investment in the middle Securities will ultimately be able to be monetized by the Offeror at a value consistent with appraisals received on such property or assets or in the timeframe desired by the Offeror. In such event the Offeror would not have cash from any sale or borrowing against any such property or assets in the amount of 2020the value given to such property or assets, there can be or in the timeframe desired by the Offeror to invest in the operations of the Subsidiary designated by the Series Y Purchaser. There is no assurances as investor counsel. The Offeror has not retained any independent professionals to review or comment on this Offering or otherwise protect the interests of Purchasers. Although the Offeror has retained its own counsel, neither such firm nor any other firm has made any independent examination of any factual matters represented by management herein, and purchasers of the Securities offered hereby should not rely on any such firms so retained with respect to any matters herein described. No governmental entity has evaluated our securities. No federal or state commission, department or agency has made any evaluation, finding, recommendation or endorsement with respect to the exact timing of completion Securities. Additional stock offerings in the future may dilute then-existing shareholders’ percentage ownership of the MergerOfferor. Given our plans and expectations that we will need additional capital and personnel, we anticipate that we will need to issue additional shares of common stock or that the Merger will be completed at allsecurities convertible or exercisable for shares of common stock, including convertible preferred stock, convertible notes, stock options or warrants. The completion issuance of the Merger is subject to numerous conditions, including, among others, (i) receipt of requisite approvals of Era’s and Xxxxxxx’x stockholders and the filing of the Era Charter Amendment No. 1, (ii) the expiration of any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the ‘‘HSR Act’’) or any other antitrust laws, and there not being in effect any voluntary agreement with any antitrust authority under which Era and Xxxxxxx have agreed not to consummate the Merger, (iii) the absence of any governmental order or law prohibiting the consummation of the Merger, (iv) the effectiveness of the registration statement for the shares of Era Common Stock to be issued additional securities in the Merger and future will dilute the authorization for listing percentage ownership of those shares on the NYSE, (v) the accuracy of the other party’s representations and warranties, subject to customary materiality standards, (vi) compliance of the other party with its respective covenants under the Merger Agreement in all material respects, and (vii) other customary closing conditionsthen current stockholders. If such conditions are not satisfied, the Merger will not be consummated unless such conditions are validly waived. Such conditions may jeopardize or delay consummation of the Merger or may reduce the anticipated benefits of the Merger. Further, no assurance can be given that the required approvals will be obtained or that the conditions to closing will be satisfied. Even if all such approvals are obtained, no assurance can be given as to the terms, conditions and timing of such approvals or that they will satisfy the terms of the Merger Agreement. If the Merger is not consummated by October 23, 2020 (as may be extended to a date no later than January 23, 2021 upon satisfaction of certain conditions to extension set forth in the Merger Agreement), either Era or Xxxxxxx may terminate the Merger Agreement. The Merger is subject to the requirements of the HSR Act, and regulatory authorities may impose conditions that could have an adverse effect on Era, Xxxxxxx and/or the Combined Company or that could delay, prevent or increase the costs associated with completion of the Merger. The Merger may not be consummated until notifications under the HSR Act are submitted to the Antitrust Division of the Department of Justice (the ‘‘DOJ’’) and the Federal Trade Commission (the ‘‘FTC’’) and the required waiting period has expired or been terminated. Era and Xxxxxxx submitted their respective Notification and Report forms under the HSR Act on February 6, 2020. On March 9, 2020, Era withdrew its Notification and Report form, and on March 11, 2020, Era refiled an updated Notification and Report form, thereby commencing a new thirty day waiting period, which expired on April 10, 2020 without any extension or further action by the U.S. antitrust agencies. In addition, private parties who may be adversely affected by the Merger and individual states may bring legal action under the antitrust laws in certain circumstances. Although Xxxxxxx and Era believe the consummation of the Merger will not likely be prohibited under the antitrust laws, there can be no assurance that a challenge to the Merger on antitrust grounds will not be made and, if a challenge is made, what the result will be. Under the Merger Agreement, Era and Xxxxxxx have agreed to use their reasonable best efforts to avoid or eliminate each and every impediment to consummation of the transaction under any applicable law that may be asserted by any governmental entity and to obtain all regulatory clearances or observe all regulatory review periods necessary to consummate the Merger and the transactions contemplated by the Merger Agreement as soon as commercially practicable so as to enable the closing to occur as soon as reasonably possible (and in any event, not later than the End Date). In addition, in order to consummate the Merger, Era and Xxxxxxx may be required to comply with conditions, terms, obligations or restrictions imposed by governmental entities under any antitrust law, including divestitures, and such conditions, terms, obligations or restrictions may have the effect of delaying consummation of the Merger, imposing additional material costs on or materially Without limiting the revenue of the Combined Company after the consummation of the Merger, or otherwise reducing the anticipated benefits to the Combined Company of the Merger. Such conditions, terms, obligations or restrictions may result in the delay or abandonment of the Merger. Notwithstanding any generality of the foregoing, Era and Xxxxxxx the Offeror may conduct other offerings concurrent with this offering. The Series Y Preferred Shares will not have voting rights. Holders of the Series Y Preferred Shares, by virtue of holding such shares, will not have any voting rights, except as may be obligated required under applicable law. Thus, the holders of the Series Y Preferred Shares, by virtue of holding such shares, will have no right to negotiate, commit to or effect any action that would result participate in the saleelection of directors of the Offeror or any other matter that may be brought to the vote of the shareholders of the Offeror. The Series Y Preferred Shares will be subject to the Offeror’s right of redemption. Pursuant to the Series Y Certificate of Designation, divestiture, disposal, holding separate, or other disposition the Offeror will have the right (but no obligation) to redeem outstanding shares of assets, contracts, businesses or product lines of Era and Xxxxxxx, or their respective subsidiaries generatingSeries Y Preferred Stock, in the aggregateOfferor’s discretion, Revenues (as defined below) in an aggregate amount in excess subject to the terms and conditions set forth therein. Such redemption, if it occurs, shall not affect the ongoing pro rata distribution of $10.0 million. ‘‘Revenues’’ as used in the immediately preceding sentence means, with respect Net Profits of Subsidiary to any asset, contract, business or product line, gross revenues associated therewith for the twelve months ended December 31, 2019redeemed Holder after redemption.

RISK FACTORS. The combined company will be faced with a market environment that cannot be predicted and that involves significant risks, many of which will be beyond its control. You should read and consider the risks associated with each of the businesses of Second Sight and NPM. For Second Sight, these risks can be found in its most recent Annual Report on Form 10-K (Annex F to this proxy statement/prospectus), as updated by subsequent Quarterly Reports on Form 10-Q (Annex I to this proxy statement/prospectus), all of which risk factors are incorporated herein by reference. You should also read and consider the other information in this proxy statement/prospectus and the other documents incorporated by reference into this proxy statement/prospectus. In addition to the other information contained in or incorporated by reference into this joint proxy and consent solicitation statement/prospectus, including the matters addressed under the heading ‘‘Cautionary Statement Regarding Forward-Looking Statements,’’ you should carefully consider the following risk factors in material risks described below before deciding how to vote on or whether to consent or withhold consent to your shares of stock. Please see the proposals presented in this joint proxy and consent solicitation statement/prospectus. You should also consider the other information in, and the other documents incorporated by reference into, this joint proxy and consent solicitation statement/prospectus, including in particular the risk factors associated with Era’s business contained under the heading ‘‘Risk Factors’’ in Era’s Annual Report on Form 10-K for the year ended December 31, 2019. See ‘‘section entitled “Where You Can Find More Information’’” beginning on page 260 of this proxy statement/prospectus. Risks Related to the Merger Because The Pro Rata Portion of the Merger Shares is not adjustable based on the market price of Era Common Stock will fluctuateSecond Sight common stock, Xxxxxxx stockholders cannot be certain so the Merger consideration at the closing may have a greater or lesser value than at the time the Merger Agreement was signed. The Merger Agreement has set the exchange ratio formula for the NPM common stock, and the exchange ratio is based on the fully-converted outstanding common stock of NPM and the fully-converted outstanding common stock of Second Sight, after taking into account each company’s outstanding options and warrants, irrespective of the market value exercise prices of such options and warrants, and Second Sight’s and NPM’s net cash balances, in each case immediately prior to the closing of the Per Share merger as described under the heading “The Merger Consideration they will receive. Upon — Merger Consideration.” Any changes in the market price of Second Sight common stock before the completion of the Merger, each holder of Xxxxxxx Common Stock, other than holders of dissenting shares, shall be entitled to receive, for each share of Xxxxxxx Common Stock, a number of shares of Era Common Stock equal to the Aggregate Merger Consideration divided by merger will not affect the number of shares of Xxxxxxx Common Stock outstanding immediately prior Second Sight common stock issuable to NPM’s shareholders pursuant to the Merger (including any shares issued Agreement. Therefore, if before the completion of the merger the market price of Second Sight common stock declines from the market price on the date of the Merger Agreement, then NPM’s shareholders could receive merger consideration with substantially lower value than the value of such Merger consideration on the date of the Merger Agreement. Similarly, if before the completion of the merger the market price of Second Sight common stock increases from the market price of Second Sight common stock on the date of the Merger Agreement, then NPM’s shareholders could receive merger consideration with substantially greater value than the value of such merger consideration on the date of the Merger Agreement. The Merger Agreement does not include a price- based termination right. Because the exchange ratio does not adjust as a result of changes in the Preferred Stock Conversionmarket price of Second Sight common stock, any shares underlying Xxxxxxx options or restricted stock units and certain shares of Xxxxxxx Common Stock held in reserve), plus the cash value of any fractional shares of Era Common Stock that would otherwise be payable, as described under ‘‘The Merger—Terms of the Merger’’). Any for each one percentage point change in the market price of Era Common Stock prior Second Sight common stock, there is a corresponding one percentage point rise or decline, respectively, in the value of the total merger consideration payable to completion NPM’s shareholders pursuant to the Merger Agreement. Failure to complete the Merger may result in Second Sight or NPM paying a termination fee or expenses to the other party and could significantly harm the market price of Second Sight common stock and negatively affect the future business and operations of each company. If the Merger is not completed and the Merger Agreement is terminated under certain circumstances, Second Sight may be required to pay NPM a termination fee of $5,000,000 or $1,000,000. If the Merger is not completed and the Merger Agreement is terminated under certain circumstances, NPM may be required to pay Second Sight a termination fee of $5,000,000. Even if a termination fee is not payable or transaction expenses are not reimbursable in connection with a termination of the Merger Agreement, each of Second Sight and NPM will have incurred significant fees and expenses, such as legal and accounting fees, which must be paid whether or not the Merger is completed. Further, if the Merger is not completed, it could significantly harm the market price of Second Sight common stock. In addition, if the Merger Agreement is terminated and the Board of Second Sight or NPM determines to seek another business combination, there can be no assurance that either Second Sight or NPM will be able to find a partner and close an alternative transaction on terms that are as favorable or more favorable than the terms set forth in the Merger Agreement. The Merger may be completed even though certain events occur prior to the closing that materially and adversely affect Second Sight or NPM. The Merger Agreement provides that either Second Sight or NPM can refuse to complete the Merger if there is a material adverse change affecting the other party between February 4, 2022, the date of the Merger Agreement, and the closing of the Merger. However, certain types of changes do not permit either party to refuse to complete the Merger, even if such change could be said to have a material adverse effect on Second Sight or NPM, including: • general economic, political conditions or the securities markets in general (whether as a result of acts of terrorism, war (whether or not declared), armed conflicts or otherwise) to the extent they do not disproportionately affect Second Sight or NPM, as applicable; • general changes in or affecting the industries in which Second Sight or NPM operate, to the extent they do not disproportionately affect Second Sight, Merger Sub, or NPM, as applicable; • any effect resulting from the announcement or pendency of the Merger or any related transactions; • any effect resulting from the taking of specific actions, by either Second Sight or NPM required to comply with the terms of the Merger Agreement; • any failure, in and of itself, to achieve any budgets, projections, forecasts, estimates, plans or predictions, or the loss of any business; • any natural disaster natural disasters, pandemics, epidemics, disease outbreaks (including the Covid- 19 virus) or other health crises or public health events, weather conditions, explosions or fires, or other force majeure events or acts of God; and • any changes in GAAP or other accounting requirements or principles (or the interpretation thereof) or changes in laws issued or made by any governmental authority, to the extent they do not disproportionately affect Second Sight, Merger Sub, or NPM, as applicable If adverse changes occur and Second Sight and NPM still complete the Merger, the market price of the combined company’s common stock may suffer. This in turn may reduce the value of the Merger to the shareholders of Second Sight, NPM, or both. Certain of Second Sight’s directors have material interests in NPM. There is no assurance that the efforts of Second Sight Board, and of the special committee of Second Sight Board, to evaluate the fairness and effects of the proposed Merger were sufficient. Three of Second Sight’s directors, Xxxxx Xxxxxxxx, Xxxx Xxxxx, and Xxxxx Xxxxxxxxxx are also directors of NPM, and Xxxxx Xxxxxxxx and Xxxxx Xxxxxxxxxx have substantial investments and financial interests in NPM. Additionally, NPM was founded by Xxxx Xxxxxxxxxx, the son of Xxxxx Xxxxxxxxxx, a member of the Second Sight Board. As a result, a special committee of the Board, consisting of members having no affiliation with NPM, was created for the purpose of evaluating the proposed Merger and determining whether the Merger Agreement and the proposed Merger are in the best interests of Second Sight. Following multiple consultations with financial and legal advisers, the special committee issued its recommendation for the Board to approve the proposed Merger on the terms of the Merger Agreement and the concurrently entered SAFE agreement. Notwithstanding the foregoing, there can be no assurance that the efforts of the special committee in connection with the proposed Merger were sufficient, nor can there be an assurance that the special committee was aware of and considered all the relevant facts and circumstances surrounding the proposed Merger. The opinion of the special committee was based on then- available information, as of the date of each such opinion and does not reflect any shares subsequent events. Therefore, there can be no assurance that the terms of Era Common Stock Xxxxxxx stockholders receive the proposed Merger are fair and in the best interest of Second Sight despite the opinion of the special committee. The market price of the common stock of the combined company following the Merger may decline as consideration in a result of the Merger. The market price of Era Common Stock has fluctuated significantly since the signing of the Merger Agreement due to the COVID-19 pandemic and a decrease in oil and natural gas prices since the execution of the Merger Agreement and combined company’s common stock may continue to fluctuate decline as a result of the Merger for a variety number of factorsreasons including if: • investors react negatively to the prospects of the combined company’s product candidates, including general market and economic conditions over the past month, changes in Era’s or Xxxxxxx’x respective businesses, operations and prospectsbusiness, and regulatory considerations. Many of these factors are outside Era’s or Xxxxxxx’x control. Accordingly, at financial condition following the time Merger; • the effect of the Xxxxxxx Consent DeadlineMerger on the combined company’s business and prospects is not consistent with the expectations of financial or industry analysts; or • the combined company does not achieve the perceived benefits of the Merger as rapidly or to the extent anticipated by financial or industry analysts. Second Sight and NPM shareholders may not realize a benefit from the Merger commensurate with the ownership dilution they will experience in connection with the Merger. If the combined company is unable to realize the strategic and financial benefits currently anticipated from the merger, Xxxxxxx stockholders Second Sight’s and NPM’s shareholders will have experienced substantial dilution of their ownership interests in their respective companies without receiving the expected commensurate benefit, or only receiving part of the commensurate benefit to the extent the combined company is able to realize only part of the expected strategic and financial benefits currently anticipated from the Merger. During the pendency of the Merger, Second Sight and NPM may not know or be able to calculate enter into a business combination with another party at a favorable price because of restrictions in the market price Merger Agreement, which could adversely affect their respective businesses. Covenants in the Merger Agreement impede the ability of Era Common Stock Second Sight and NPM to make acquisitions, subject to certain exceptions relating to fiduciary duties, as set forth in the Merger Agreement, or to complete other transactions that they will receive upon are not in the ordinary course of business pending completion of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities during the pendency of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities and obligates Era and Xxxxxxx to generally operate their businesses in the ordinary course in all material respects during the pendency of the Merger absent Era’s or Xxxxxxx’x prior written consentAs a result, as applicable. These restrictions could prevent Era and Xxxxxxx from pursuing attractive business opportunities or responding effectively to competitive pressures and industry developments that arise prior to the consummation of the Merger or termination of the Merger Agreement and are outside the ordinary course of business. In particular, the Merger Agreement restricts each of Era and Xxxxxxx from making certain acquisitions and dispositions without the prior written consent of the other party. If Era or Xxxxxxx is unable to take actions it believes are beneficial, such restrictions could have an adverse effect on Era’s and/or Xxxxxxx’x business, financial condition and results of operations. The Merger Agreement contains provisions that limit Era’s and Xxxxxxx’x ability to pursue alternatives to the Merger, which could discourage a potential competing acquiror of Era or Xxxxxxx from making a favorable alternative transaction proposal and, in specified circumstances, could require Era or Xxxxxxx to pay a termination fee. The Merger Agreement contains certain provisions that restrict Era’s and Xxxxxxx’x ability to solicit, initiate, facilitate or encourage any inquiries regarding, or the making of any proposal or offer that constitutes, a competing proposal, engage, continue or otherwise participate in any discussions or negotiations regarding, or furnish any non-public information to any person that has made or is, to the knowledge of Era or Xxxxxxx, as applicable, considering making a competing proposal, subject to customary exceptions and limitations. In addition, Era and Xxxxxxx generally have an opportunity to offer to modify the terms of the Merger Agreement in response to any third-party alternative transaction proposal before the Era Board or Xxxxxxx Board may change, qualify, withhold, withdraw or modify its recommendation that Era’s or Xxxxxxx’x stockholders, as applicable, approve the Merger. Further, even if the Era Board or the Xxxxxxx Board changes, qualifies, withholds, withdraws or modifies its recommendation, unless the Merger Agreement is terminated in accordance with its terms, Era or Xxxxxxx, as applicable, will still be required to submit the merger proposal to the vote of its stockholders. Upon termination of the Merger Agreement in certain circumstances relating to changes in the recommendation of the Era Board or Xxxxxxx Board in favor of the Merger or entry by Era or Xxxxxxx into an alternative transaction within 12 months of termination of the Merger Agreement, Era or Xxxxxxx will be required to pay a termination fee of $9.0 million, as applicable. These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Era or Xxxxxxx or pursuing an alternative transaction with Era or Xxxxxxx from considering or proposing such a transaction or might result in a potential third-party acquiror or merger partner proposing to pay a lower price to the stockholders of Era or Xxxxxxx than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances. If the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on Era’s and Xxxxxxx’x financial condition, stock price, results of operations, assets or business. Combining Era and Xxxxxxx parties may be more difficult, costly or time-consuming than currently expected, and Era and Xxxxxxx may fail at a disadvantage to realize the anticipated benefits and cost savings of the Merger. Era and Xxxxxxx have operated and, until the completion of the Merger, will continue to operate, independently. The success of the Merger, including anticipated benefits and cost savings, will depend, in part, on Era’s and Xxxxxxx’x ability to successfully combine and integrate their businesses in a manner that does not materially disrupt existing customer relationships or result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect Era’s and/or Xxxxxxx’x ability to maintain relationships with customers and employees. The success of the Combined Company following the Merger may depend, in part, on the ability of Era and Xxxxxxx to integrate their two businesses, business models and cultures. If Era and Xxxxxxx experience difficulties in the integration process, including those listed above, they may fail to realize the anticipated benefits of the Merger in a timely manner or at all. The Combined Company’s business or results of operations or the value of its common stock may be materially and adversely affected as a result. Era and Xxxxxxx also expect to incur material one-time costs to achieve synergies and may fail to realize competitors during such estimated synergies. While Era and Xxxxxxx believe these synergies are achievable, their ability to achieve such estimated synergies in the amounts and time frame expected is subject to various assumptions by their management teams based on expectations that are subject to a number of risks, which may or may not be realized, the incurrence of other costs in Era and Xxxxxxx’x operations that may offset all or a portion of such synergies and other factors outside their control. As a consequence, Era and Xxxxxxx may not be able to realize all of these synergies within the time frame expected or at all. Era and Xxxxxxx may incur additional and/or unexpected costs to realize these synergiesperiod. In addition, if Era and Xxxxxxx fail to achieve the anticipated cost benefits in a timely manner, Era and Xxxxxxx may be unable realize all the anticipated synergies. Failure to achieve the expected synergies could significantly reduce the expected benefits associated with while the Merger and adversely affect the Combined Company’s businessAgreement is in effect, financial condition and results of operations. The completion of the Merger each party is subject to several conditions. There can be no assurances when or if the Merger will be completed. While Era and Xxxxxxx expect to complete the Merger in the middle of 2020generally prohibited from soliciting, there can be no assurances as to the exact timing of completion of the Mergerinitiating, encouraging, or that entering certain extraordinary transactions, such as a merger, sale of assets, or other business combination outside the Merger will be completed at all. The completion ordinary course of the Merger is subject to numerous conditions, including, among others, (i) receipt of requisite approvals of Era’s and Xxxxxxx’x stockholders and the filing of the Era Charter Amendment No. 1, (ii) the expiration of any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the ‘‘HSR Act’’) or any other antitrust laws, and there not being in effect any voluntary agreement business with any antitrust authority under which Era and Xxxxxxx have agreed not to consummate the Merger, (iii) the absence of any governmental order or law prohibiting the consummation of the Merger, (iv) the effectiveness of the registration statement for the shares of Era Common Stock to be issued in the Merger and the authorization for listing of those shares on the NYSE, (v) the accuracy of the other third party’s representations and warranties, subject to customary materiality standardscertain exceptions relating to fiduciary duties, (vi) compliance of the other party with its respective covenants under the Merger Agreement in all material respects, and (vii) other customary closing conditions. If such conditions are not satisfied, the Merger will not be consummated unless such conditions are validly waived. Such conditions may jeopardize or delay consummation of the Merger or may reduce the anticipated benefits of the Merger. Further, no assurance can be given that the required approvals will be obtained or that the conditions to closing will be satisfied. Even if all such approvals are obtained, no assurance can be given as to the terms, conditions and timing of such approvals or that they will satisfy the terms of the Merger Agreement. If the Merger is not consummated by October 23, 2020 (as may be extended to a date no later than January 23, 2021 upon satisfaction of certain conditions to extension set forth in the Merger Agreement), either Era or Xxxxxxx may terminate the Merger Agreement. The Merger is subject Any such transactions could be more favorable to the requirements of the HSR Act, and regulatory authorities may impose conditions such party’s shareholders that could have an adverse effect on Era, Xxxxxxx and/or the Combined Company or that could delay, prevent or increase the costs associated with completion of the Merger. The Merger may not be consummated until notifications under the HSR Act are submitted to the Antitrust Division of the Department of Justice (the ‘‘DOJ’’) and the Federal Trade Commission (the ‘‘FTC’’) and the required waiting period has expired or been terminated. Era and Xxxxxxx submitted their respective Notification and Report forms under the HSR Act on February 6, 2020. On March 9, 2020, Era withdrew its Notification and Report form, and on March 11, 2020, Era refiled an updated Notification and Report form, thereby commencing a new thirty day waiting period, which expired on April 10, 2020 without any extension or further action by the U.S. antitrust agencies. In addition, private parties who may be adversely affected by the Merger and individual states may bring legal action under the antitrust laws in certain circumstances. Although Xxxxxxx and Era believe the consummation of the Merger will not likely be prohibited under the antitrust laws, there can be no assurance that a challenge to the Merger on antitrust grounds will not be made and, if a challenge is made, what the result will be. Under the Merger Agreement, Era and Xxxxxxx have agreed to use their reasonable best efforts to avoid or eliminate each and every impediment to consummation of the transaction under any applicable law that may be asserted by any governmental entity and to obtain all regulatory clearances or observe all regulatory review periods necessary to consummate the Merger and the transactions contemplated by the Merger Agreement as soon as commercially practicable so as to enable the closing to occur as soon as reasonably possible (and in any event, not later than the End Date). In addition, in order to consummate the Merger, Era and Xxxxxxx may be required to comply with conditions, terms, obligations or restrictions imposed by governmental entities under any antitrust law, including divestitures, and such conditions, terms, obligations or restrictions may have the effect of delaying consummation of the Merger, imposing additional material costs on or materially limiting the revenue of the Combined Company after the consummation of the Merger, or otherwise reducing the anticipated benefits to the Combined Company of the Merger. Such conditions, terms, obligations or restrictions may result in the delay or abandonment of the Merger. Notwithstanding any of the foregoing, Era and Xxxxxxx will not be obligated to negotiate, commit to or effect any action that would result in the sale, divestiture, disposal, holding separate, or other disposition of assets, contracts, businesses or product lines of Era and Xxxxxxx, or their respective subsidiaries generating, in the aggregate, Revenues (as defined below) in an aggregate amount in excess of $10.0 million. ‘‘Revenues’’ as used in the immediately preceding sentence means, with respect to any asset, contract, business or product line, gross revenues associated therewith for the twelve months ended December 31, 2019Agreement.

RISK FACTORS. In addition to the other information contained in or incorporated by reference into this joint proxy and consent solicitation statement/prospectus, including the matters addressed under the heading ‘‘caption “Cautionary Statement Regarding Forward-Looking Statements,’’ you ” Chubb shareholders should carefully consider the following risk factors in deciding how whether to vote on or for the approval of the merger agreement, and ACE shareholders should carefully consider the following risks in deciding whether to consent or withhold consent to vote for the proposals presented in this joint proxy and consent solicitation statement/prospectusapproval of certain merger-related proposals. You should also consider the other information in, in this joint proxy statement/prospectus and the other documents incorporated by reference into, into this joint proxy statement/prospectus. See “Where You Can Find More Information” and consent solicitation “Incorporation of Certain Documents by Reference.” Risks Relating to the Merger Because the market price of ACE common shares may fluctuate, Chubb shareholders cannot be certain of the precise value of the stock portion of the merger consideration they may receive in the merger. At the time the merger is completed, each issued and outstanding share of Chubb common stock (except for certain shares held by ACE, Chubb or their subsidiaries) will be converted into the right to receive consideration in the form of a combination of ACE common shares and cash. There will be a time lapse between each of the date of this joint proxy statement/prospectus, the date on which Chubb shareholders vote to approve the merger agreement at the Chubb special meeting and the date on which Chubb shareholders entitled to receive ACE common shares actually receive such shares. The market value of ACE common shares may fluctuate during these periods as a result of a variety of factors, including general market and economic conditions, changes in particular ACE’s businesses, operations and prospects and regulatory considerations. Many of these factors are outside the risk factors control of Chubb and ACE. Consequently, at the time Chubb shareholders must decide whether to approve the merger agreement, they will not know the actual market value of the ACE common shares they will receive when the merger is completed. The actual value of the ACE common shares received by Chubb shareholders will depend on the market value of the ACE common shares at that time. This market value may differ, possibly materially, from the value used to determine the exchange ratio. Chubb shareholders should obtain current stock quotations for ACE common shares before voting their shares of Chubb common stock. Chubb’s shareholders will have a reduced ownership and voting interest in the combined company after the merger and will exercise less influence over management. Currently, Xxxxx’x shareholders have the right to vote in the election of the Chubb board and the power to approve or reject any matters requiring shareholder approval under New Jersey law and Chubb’s Restated Certificate of Incorporation and By-Laws. Upon the completion of the merger, each Chubb shareholder will become a shareholder of ACE with a percentage ownership of ACE that is substantially smaller than the shareholder’s current percentage ownership of Chubb. Based on the number of issued and outstanding ACE common shares and shares of Chubb common stock as of September 10, 2015 and based on the exchange ratio of 0.6019, after the merger, Chubb shareholders are expected to become owners of approximately 30 percent of the outstanding ACE common shares, without giving effect to any ACE common shares held by Chubb shareholders prior to the completion of the merger. Even if all former Chubb shareholders voted together on all matters presented to ACE’s shareholders from time to time, the former Chubb shareholders would exercise significantly less influence over ACE after the completion of the merger relative to their influence over Chubb prior to the completion of the merger, and thus would have a less significant impact on the approval or rejection of future ACE proposals submitted to a shareholder vote. ACE common shares received by Chubb shareholders as a result of the merger will have different rights from shares of Chubb common stock. Following completion of the merger, Chubb shareholders will no longer be shareholders of Chubb, and Chubb shareholders will become shareholders of ACE. There will be important differences between the current rights of Chubb shareholders and the rights to which such shareholders will be entitled as shareholders of ACE. See the section titled “Comparison of Shareholders’ Rights” for a discussion of the different rights associated with Erathe ACE common shares. The market price of ACE common shares may be affected by factors different from those that historically have affected shares of Chubb Common Stock. Upon completion of the merger, holders of Chubb common stock will become holders of ACE common shares. ACE’s business contained businesses differ from those of Chubb, and accordingly the results of operations of ACE will be affected by some factors that are different from those currently affecting the results of operations of Chubb. For a discussion of the businesses of ACE and Chubb and of some important factors to consider in connection with those businesses, see the section titled “Summary—Information About the Companies” and the documents incorporated by reference referred to under the heading ‘‘section titled “Where You Can Find More Information,” including, in particular, in the sections titled “Risk Factors’’ ” in Eraeach of ACE’s Annual Report on Form 10-K for the year ended December 31, 2019. See ‘‘Where You Can Find More Information’’. Risks Related to the Merger Because the market price of Era Common Stock will fluctuate, Xxxxxxx stockholders cannot be certain of the market value of the Per Share Merger Consideration they will receive. Upon completion of the Merger, each holder of Xxxxxxx Common Stock, other than holders of dissenting shares, shall be entitled to receive, for each share of Xxxxxxx Common Stock, a number of shares of Era Common Stock equal to the Aggregate Merger Consideration divided by the number of shares of Xxxxxxx Common Stock outstanding immediately prior to the Merger (including any shares issued as a result of the Preferred Stock Conversion, any shares underlying Xxxxxxx options or restricted stock units 2014 and certain shares of Xxxxxxx Common Stock held in reserve), plus the cash value of any fractional shares of Era Common Stock that would otherwise be payable, as described under ‘‘The Merger—Terms of the Merger’’). Any change in the market price of Era Common Stock prior to completion of the Merger will affect the value of any shares of Era Common Stock Xxxxxxx stockholders receive as consideration in the Merger. The market price of Era Common Stock has fluctuated significantly since the signing of the Merger Agreement due to the COVID-19 pandemic and a decrease in oil and natural gas prices since the execution of the Merger Agreement and may continue to fluctuate as a result of a variety of factors, including general market and economic conditions over the past month, changes in Era’s or Xxxxxxx’x respective businesses, operations and prospects, and regulatory considerations. Many of these factors are outside Era’s or Xxxxxxx’x control. Accordingly, at the time of the Xxxxxxx Consent Deadline, Xxxxxxx stockholders will not know or be able to calculate the market price of Era Common Stock that they will receive upon completion of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions Xxxxx’x Annual Report on their business activities during the pendency of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities and obligates Era and Xxxxxxx to generally operate their businesses in the ordinary course in all material respects during the pendency of the Merger absent Era’s or Xxxxxxx’x prior written consent, as applicable. These restrictions could prevent Era and Xxxxxxx from pursuing attractive business opportunities or responding effectively to competitive pressures and industry developments that arise prior to the consummation of the Merger or termination of the Merger Agreement and are outside the ordinary course of business. In particular, the Merger Agreement restricts each of Era and Xxxxxxx from making certain acquisitions and dispositions without the prior written consent of the other party. If Era or Xxxxxxx is unable to take actions it believes are beneficial, such restrictions could have an adverse effect on Era’s and/or Xxxxxxx’x business, financial condition and results of operations. The Merger Agreement contains provisions that limit Era’s and Xxxxxxx’x ability to pursue alternatives to the Merger, which could discourage a potential competing acquiror of Era or Xxxxxxx from making a favorable alternative transaction proposal and, in specified circumstances, could require Era or Xxxxxxx to pay a termination fee. The Merger Agreement contains certain provisions that restrict Era’s and Xxxxxxx’x ability to solicit, initiate, facilitate or encourage any inquiries regarding, or the making of any proposal or offer that constitutes, a competing proposal, engage, continue or otherwise participate in any discussions or negotiations regarding, or furnish any nonForm 10-public information to any person that has made or is, to the knowledge of Era or Xxxxxxx, as applicable, considering making a competing proposal, subject to customary exceptions and limitations. In addition, Era and Xxxxxxx generally have an opportunity to offer to modify the terms of the Merger Agreement in response to any third-party alternative transaction proposal before the Era Board or Xxxxxxx Board may change, qualify, withhold, withdraw or modify its recommendation that Era’s or Xxxxxxx’x stockholders, as applicable, approve the Merger. Further, even if the Era Board or the Xxxxxxx Board changes, qualifies, withholds, withdraws or modifies its recommendation, unless the Merger Agreement is terminated in accordance with its terms, Era or Xxxxxxx, as applicable, will still be required to submit the merger proposal to the vote of its stockholders. Upon termination of the Merger Agreement in certain circumstances relating to changes in the recommendation of the Era Board or Xxxxxxx Board in favor of the Merger or entry by Era or Xxxxxxx into an alternative transaction within 12 months of termination of the Merger Agreement, Era or Xxxxxxx will be required to pay a termination fee of $9.0 million, as applicable. These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Era or Xxxxxxx or pursuing an alternative transaction with Era or Xxxxxxx from considering or proposing such a transaction or might result in a potential third-party acquiror or merger partner proposing to pay a lower price to the stockholders of Era or Xxxxxxx than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances. If the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on Era’s and Xxxxxxx’x financial condition, stock price, results of operations, assets or business. Combining Era and Xxxxxxx may be more difficult, costly or time-consuming than currently expected, and Era and Xxxxxxx may fail to realize the anticipated benefits and cost savings of the Merger. Era and Xxxxxxx have operated and, until the completion of the Merger, will continue to operate, independently. The success of the Merger, including anticipated benefits and cost savings, will depend, in part, on Era’s and Xxxxxxx’x ability to successfully combine and integrate their businesses in a manner that does not materially disrupt existing customer relationships or result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect Era’s and/or Xxxxxxx’x ability to maintain relationships with customers and employees. The success of the Combined Company following the Merger may depend, in part, on the ability of Era and Xxxxxxx to integrate their two businesses, business models and cultures. If Era and Xxxxxxx experience difficulties in the integration process, including those listed above, they may fail to realize the anticipated benefits of the Merger in a timely manner or at all. The Combined Company’s business or results of operations or the value of its common stock may be materially and adversely affected as a result. Era and Xxxxxxx also expect to incur material one-time costs to achieve synergies and may fail to realize such estimated synergies. While Era and Xxxxxxx believe these synergies are achievable, their ability to achieve such estimated synergies in the amounts and time frame expected is subject to various assumptions by their management teams based on expectations that are subject to a number of risks, which may or may not be realized, the incurrence of other costs in Era and Xxxxxxx’x operations that may offset all or a portion of such synergies and other factors outside their control. As a consequence, Era and Xxxxxxx may not be able to realize all of these synergies within the time frame expected or at all. Era and Xxxxxxx may incur additional and/or unexpected costs to realize these synergies. In addition, if Era and Xxxxxxx fail to achieve the anticipated cost benefits in a timely manner, Era and Xxxxxxx may be unable realize all the anticipated synergies. Failure to achieve the expected synergies could significantly reduce the expected benefits associated with the Merger and adversely affect the Combined Company’s business, financial condition and results of operations. The completion of the Merger is subject to several conditions. There can be no assurances when or if the Merger will be completed. While Era and Xxxxxxx expect to complete the Merger in the middle of 2020, there can be no assurances as to the exact timing of completion of the Merger, or that the Merger will be completed at all. The completion of the Merger is subject to numerous conditions, including, among others, (i) receipt of requisite approvals of Era’s and Xxxxxxx’x stockholders and the filing of the Era Charter Amendment No. 1, (ii) the expiration of any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the ‘‘HSR Act’’) or any other antitrust laws, and there not being in effect any voluntary agreement with any antitrust authority under which Era and Xxxxxxx have agreed not to consummate the Merger, (iii) the absence of any governmental order or law prohibiting the consummation of the Merger, (iv) the effectiveness of the registration statement K for the shares of Era Common Stock to be issued in the Merger and the authorization for listing of those shares on the NYSE, (v) the accuracy of the other party’s representations and warranties, subject to customary materiality standards, (vi) compliance of the other party with its respective covenants under the Merger Agreement in all material respects, and (vii) other customary closing conditions. If such conditions are not satisfied, the Merger will not be consummated unless such conditions are validly waived. Such conditions may jeopardize or delay consummation of the Merger or may reduce the anticipated benefits of the Merger. Further, no assurance can be given that the required approvals will be obtained or that the conditions to closing will be satisfied. Even if all such approvals are obtained, no assurance can be given as to the terms, conditions and timing of such approvals or that they will satisfy the terms of the Merger Agreement. If the Merger is not consummated by October 23, 2020 (as may be extended to a date no later than January 23, 2021 upon satisfaction of certain conditions to extension set forth in the Merger Agreement), either Era or Xxxxxxx may terminate the Merger Agreement. The Merger is subject to the requirements of the HSR Act, and regulatory authorities may impose conditions that could have an adverse effect on Era, Xxxxxxx and/or the Combined Company or that could delay, prevent or increase the costs associated with completion of the Merger. The Merger may not be consummated until notifications under the HSR Act are submitted to the Antitrust Division of the Department of Justice (the ‘‘DOJ’’) and the Federal Trade Commission (the ‘‘FTC’’) and the required waiting period has expired or been terminated. Era and Xxxxxxx submitted their respective Notification and Report forms under the HSR Act on February 6, 2020. On March 9, 2020, Era withdrew its Notification and Report form, and on March 11, 2020, Era refiled an updated Notification and Report form, thereby commencing a new thirty day waiting period, which expired on April 10, 2020 without any extension or further action by the U.S. antitrust agencies. In addition, private parties who may be adversely affected by the Merger and individual states may bring legal action under the antitrust laws in certain circumstances. Although Xxxxxxx and Era believe the consummation of the Merger will not likely be prohibited under the antitrust laws, there can be no assurance that a challenge to the Merger on antitrust grounds will not be made and, if a challenge is made, what the result will be. Under the Merger Agreement, Era and Xxxxxxx have agreed to use their reasonable best efforts to avoid or eliminate each and every impediment to consummation of the transaction under any applicable law that may be asserted by any governmental entity and to obtain all regulatory clearances or observe all regulatory review periods necessary to consummate the Merger and the transactions contemplated by the Merger Agreement as soon as commercially practicable so as to enable the closing to occur as soon as reasonably possible (and in any event, not later than the End Date). In addition, in order to consummate the Merger, Era and Xxxxxxx may be required to comply with conditions, terms, obligations or restrictions imposed by governmental entities under any antitrust law, including divestitures, and such conditions, terms, obligations or restrictions may have the effect of delaying consummation of the Merger, imposing additional material costs on or materially limiting the revenue of the Combined Company after the consummation of the Merger, or otherwise reducing the anticipated benefits to the Combined Company of the Merger. Such conditions, terms, obligations or restrictions may result in the delay or abandonment of the Merger. Notwithstanding any of the foregoing, Era and Xxxxxxx will not be obligated to negotiate, commit to or effect any action that would result in the sale, divestiture, disposal, holding separate, or other disposition of assets, contracts, businesses or product lines of Era and Xxxxxxx, or their respective subsidiaries generating, in the aggregate, Revenues (as defined below) in an aggregate amount in excess of $10.0 million. ‘‘Revenues’’ as used in the immediately preceding sentence means, with respect to any asset, contract, business or product line, gross revenues associated therewith for the twelve months year ended December 31, 20192014.

RISK FACTORS. In addition to the other information contained in included in, or incorporated by reference into in, and found in the Annexes attached to, this joint proxy and consent solicitation statement/prospectus, including the matters addressed under in the heading section entitled ‘‘Cautionary Statement Regarding Note Concerning Forward-Looking Statements,’’ beginning on page 65, you should carefully consider the following risk factors in risks described below before deciding how to vote on or whether to consent or withhold consent to the proposals presented in this joint proxy and consent solicitation statement/prospectusvote. You should also read and consider the other information in, and the other documents incorporated by reference into, this joint proxy and consent solicitation statement/prospectus, including in particular the risk factors associated with Era’s business contained each of the businesses of Cigna and Express Scripts because these risk factors may affect the operations and financial results of the combined company. These risk factors may be found under the heading ‘‘Risk Factors’’ Part I, Item 1A in Eraeach of Cigna’s Annual Report on Form 10-K for the year ended December 31, 20192017 and Express Scripts’ Annual Report on Form 10-K for the year ended December 31, 2017, each of which is on file with the SEC and incorporated by reference into this joint proxy statement/prospectus. Furthermore, you should read and consider the other information in this joint proxy statement/prospectus and the other documents incorporated by reference herein. See the section entitled ‘‘Where You Can Find More Information’’’’ beginning on page 219 for the location of information incorporated by reference into this joint proxy statement/prospectus. Risks Related Additional risks and uncertainties not presently known to Cigna or Express Scripts or that are not currently believed to be important also may adversely affect the mergers and New Cigna following the mergers. Risk Factors Relating to the Merger Because Mergers The number of shares of New Cigna common stock that Express Scripts stockholders and Cigna stockholders will receive under the merger agreement is based on a fixed exchange ratio. The market price value of Era Common Stock will fluctuatethe shares of New Cigna common stock to be issued upon completion of the mergers is unknown, Xxxxxxx and therefore, Express Scripts stockholders and Cigna stockholders cannot be certain of the value of the portion of the merger consideration to be paid in New Cigna common stock. Cigna stockholders and Express Scripts stockholders will receive a fixed number of shares of New Cigna common stock in the mergers rather than a number of shares with a particular fixed market value. The market values of Cigna common stock and Express Scripts common stock have fluctuated since the date of the announcement of the merger agreement and will continue to fluctuate from the date of this joint proxy statement/prospectus to the date of the Cigna special meeting, the date of the Express Scripts special meeting and the closing date, which could occur a considerable amount of time after the date of the Cigna special meeting and the date of the Express Scripts special meeting. The market values of Cigna common stock and Express Scripts common stock at the time of the mergers may vary significantly from their prices on the date of the merger agreement, the date of this joint proxy statement/prospectus or the date of the Cigna special meeting or the Express Scripts special meeting. Because the respective merger consideration exchange ratios will not be adjusted to reflect any changes in the market prices of Cigna common stock or Express Scripts common stock, the market value of the Per Share Merger Consideration they will receiveNew Cigna common stock issued in the mergers and the Cigna common stock or Express Scripts common stock surrendered in the mergers may be higher or lower than the values of such stock on earlier dates. Upon completion All of the MergerCigna merger consideration to be received by Cigna stockholders will be New Cigna common stock. The percentage of the value of the Express Scripts merger consideration to be received by Express Scripts stockholders that is comprised of New Cigna common stock will fluctuate, each holder of Xxxxxxx Common Stockbut was 49% on March 7, other than holders of dissenting shares2018, shall be entitled to receive, for each share of Xxxxxxx Common Stock, a number of shares of Era Common Stock equal to the Aggregate Merger Consideration divided by the number of shares of Xxxxxxx Common Stock outstanding immediately last full trading day prior to the Merger (including any shares issued as a result announcement of the Preferred Stock Conversion, any shares underlying Xxxxxxx options or restricted stock units and certain shares of Xxxxxxx Common Stock held in reserve), plus the cash value of any fractional shares of Era Common Stock that would otherwise be payable, as described under ‘‘The Merger—Terms of the Merger’’). Any change in the market price of Era Common Stock prior to completion of the Merger will affect the value of any shares of Era Common Stock Xxxxxxx stockholders receive as consideration in the Merger. The market price of Era Common Stock has fluctuated significantly since the signing of the Merger Agreement due to the COVID-19 pandemic and a decrease in oil and natural gas prices since the execution of the Merger Agreement and may continue to fluctuate as a result of a variety of factors, including general market and economic conditions over the past month, changes in Era’s or Xxxxxxx’x respective businesses, operations and prospectsmergers, and regulatory considerationswas approximately 46% on July 13, 2018, the latest practicable date before the printing of this joint proxy statement/prospectus. Many of these factors are outside Era’s or Xxxxxxx’x control. AccordinglyAs such, at the time of the Xxxxxxx Consent DeadlineExpress Scripts special meeting and the Cigna special meeting, Xxxxxxx Express Scripts stockholders and Cigna stockholders will not know or be able to calculate determine the market price value of Era Common Stock the merger consideration that they will receive upon completion pursuant to the merger agreement. Changes in the market prices of Cigna common stock and Express Scripts common stock may result from a variety of factors that are beyond the Mergercontrol of Cigna or Express Scripts, including changes in their businesses, operations and prospects, regulatory considerations, governmental actions, and legal proceedings and developments. You are urged to obtain up-to-date prices for Cigna common stock and Express Scripts common stock. The Merger Agreement subjects Era and Xxxxxxx parties must obtain certain regulatory approvals in order to restrictions on their business activities during complete the pendency of actions contemplated by the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities and obligates Era and Xxxxxxx to generally operate their businesses in the ordinary course in all material respects during the pendency of the Merger absent Era’s merger agreement; if such approvals are not obtained or Xxxxxxx’x prior written consent, as applicable. These restrictions could prevent Era and Xxxxxxx from pursuing attractive business opportunities or responding effectively to competitive pressures and industry developments that arise prior to the consummation of the Merger or termination of the Merger Agreement and are outside the ordinary course of business. In particularobtained with conditions, the Merger Agreement restricts each of Era and Xxxxxxx from making certain acquisitions and dispositions without the prior written consent of the other party. If Era or Xxxxxxx is unable to take actions it believes are beneficial, such restrictions could have an adverse effect on Era’s and/or Xxxxxxx’x business, financial condition and results of operations. The Merger Agreement contains provisions that limit Era’s and Xxxxxxx’x ability to pursue alternatives to the Merger, which could discourage a potential competing acquiror of Era or Xxxxxxx from making a favorable alternative transaction proposal and, in specified circumstances, could require Era or Xxxxxxx to pay a termination fee. The Merger Agreement contains certain provisions that restrict Era’s and Xxxxxxx’x ability to solicit, initiate, facilitate or encourage any inquiries regarding, or the making of any proposal or offer that constitutes, a competing proposal, engage, continue or otherwise participate in any discussions or negotiations regarding, or furnish any non-public information to any person that has made or is, to the knowledge of Era or Xxxxxxx, as applicable, considering making a competing proposal, subject to customary exceptions and limitations. In addition, Era and Xxxxxxx generally have an opportunity to offer to modify the terms of the Merger Agreement in response to any third-party alternative transaction proposal before the Era Board or Xxxxxxx Board may change, qualify, withhold, withdraw or modify its recommendation that Era’s or Xxxxxxx’x stockholders, as applicable, approve the Merger. Further, even if the Era Board or the Xxxxxxx Board changes, qualifies, withholds, withdraws or modifies its recommendation, unless the Merger Agreement is terminated in accordance with its terms, Era or Xxxxxxx, as applicable, will still be required to submit the merger proposal to the vote of its stockholders. Upon termination of the Merger Agreement in certain circumstances relating to changes in the recommendation of the Era Board or Xxxxxxx Board in favor of the Merger or entry by Era or Xxxxxxx into an alternative transaction within 12 months of termination of the Merger Agreement, Era or Xxxxxxx will be required to pay a termination fee of $9.0 million, as applicable. These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Era or Xxxxxxx or pursuing an alternative transaction with Era or Xxxxxxx from considering or proposing such a transaction or might result in a potential third-party acquiror or merger partner proposing to pay a lower price to the stockholders of Era or Xxxxxxx than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances. If the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on Era’s and Xxxxxxx’x financial condition, stock price, results of operations, assets or business. Combining Era and Xxxxxxx mergers may be more difficult, costly prevented or time-consuming than currently expected, and Era and Xxxxxxx may fail to realize the anticipated benefits and cost savings of the Merger. Era and Xxxxxxx have operated and, until the completion of the Merger, will continue to operate, independently. The success of the Merger, including anticipated benefits and cost savings, will depend, in part, on Era’s and Xxxxxxx’x ability to successfully combine and integrate their businesses in a manner that does not materially disrupt existing customer relationships delayed or result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect Era’s and/or Xxxxxxx’x ability to maintain relationships with customers and employees. The success of the Combined Company following the Merger may depend, in part, on the ability of Era and Xxxxxxx to integrate their two businesses, business models and cultures. If Era and Xxxxxxx experience difficulties in the integration process, including those listed above, they may fail to realize the anticipated benefits of the Merger in a timely manner or at allmergers could be reduced. The Combined Company’s business or results Consummation of operations or the value of its common stock may be materially and adversely affected as a result. Era and Xxxxxxx also expect to incur material one-time costs to achieve synergies and may fail to realize such estimated synergies. While Era and Xxxxxxx believe these synergies are achievablemergers is conditioned upon, their ability to achieve such estimated synergies in the amounts and time frame expected is subject to various assumptions by their management teams based on expectations that are subject to a number of risks, which may or may not be realizedamong other things, the incurrence of other costs in Era and Xxxxxxx’x operations that may offset all expiration or a portion of such synergies and other factors outside their control. As a consequence, Era and Xxxxxxx may not be able to realize all of these synergies within the time frame expected or at all. Era and Xxxxxxx may incur additional and/or unexpected costs to realize these synergies. In addition, if Era and Xxxxxxx fail to achieve the anticipated cost benefits in a timely manner, Era and Xxxxxxx may be unable realize all the anticipated synergies. Failure to achieve the expected synergies could significantly reduce the expected benefits associated with the Merger and adversely affect the Combined Company’s business, financial condition and results of operations. The completion termination of the Merger is subject to several conditions. There can be no assurances when or if the Merger will be completed. While Era waiting period (and Xxxxxxx expect to complete the Merger in the middle of 2020, there can be no assurances as any extensions thereof) applicable to the exact timing of completion of the Merger, or that the Merger will be completed at all. The completion of the Merger is subject to numerous conditions, including, among others, (i) receipt of requisite approvals of Era’s and Xxxxxxx’x stockholders and the filing of the Era Charter Amendment No. 1, (ii) the expiration of any applicable waiting period mergers under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the ‘‘HSR Act’’) or any other antitrust laws, and there not being in effect any voluntary agreement with any antitrust authority under which Era and Xxxxxxx have agreed not to consummate the Merger, (iii) the absence of any governmental order or law prohibiting the consummation of the Merger, (iv) the effectiveness of the registration statement for the shares of Era Common Stock to be issued in the Merger and the authorization for listing of those shares on the NYSE, (v) the accuracy of the other party’s representations and warranties, subject to customary materiality standards, (vi) compliance of the other party with its respective covenants under the Merger Agreement in all material respects, and (vii) other customary closing conditions. If such conditions are not satisfied, the Merger will not be consummated unless such conditions are validly waived. Such conditions may jeopardize or delay consummation of the Merger or may reduce the anticipated benefits of the Merger. Further, no assurance can be given that the required approvals will be obtained or that the conditions to closing will be satisfied. Even if all such approvals are obtained, no assurance can be given as to the terms, conditions and timing of such approvals or that they will satisfy the terms of the Merger Agreement. If the Merger is not consummated by October 23, 2020 (as may be extended to a date no later than January 23, 2021 upon satisfaction of certain conditions to extension set forth in the Merger Agreement), either Era or Xxxxxxx may terminate the Merger Agreement. The Merger is subject to the requirements of the HSR Act. At any time before or after the mergers are consummated, and regulatory authorities may impose conditions that could have an adverse effect on Era, Xxxxxxx and/or the Combined Company or that could delay, prevent or increase the costs associated with completion any of the Merger. The Merger may not be consummated until notifications under the HSR Act are submitted to the Antitrust Division of the Department of Justice (the ‘‘DOJ’’) and , the Federal Trade Commission (the ‘‘FTC’’) and the required waiting period has expired or been terminated. Era and Xxxxxxx submitted their respective Notification and Report forms under the HSR Act on February 6, 2020. On March 9, 2020, Era withdrew its Notification and Report form, and on March 11, 2020, Era refiled an updated Notification and Report form, thereby commencing a new thirty day waiting periodCommission, which expired on April 10, 2020 without any extension or further action by the U.S. antitrust agencies. In addition, private parties who may be adversely affected by the Merger and individual states may bring legal action under the antitrust laws in certain circumstances. Although Xxxxxxx and Era believe the consummation of the Merger will not likely be prohibited under the antitrust laws, there can be no assurance that a challenge we refer to the Merger on antitrust grounds will not be made and, if a challenge is made, what the result will be. Under the Merger Agreement, Era and Xxxxxxx have agreed to use their reasonable best efforts to avoid or eliminate each and every impediment to consummation of the transaction under any applicable law that may be asserted by any governmental entity and to obtain all regulatory clearances or observe all regulatory review periods necessary to consummate the Merger and the transactions contemplated by the Merger Agreement as soon as commercially practicable so as to enable the closing to occur as soon as reasonably possible (and in any event, not later than the End Date). In addition, in order to consummate the Merger, Era and Xxxxxxx may be required to comply with conditions, terms, obligations or restrictions imposed by governmental entities under any antitrust law, including divestitures, and such conditions, terms, obligations or restrictions may have the effect of delaying consummation of the Merger, imposing additional material costs on or materially limiting the revenue of the Combined Company after the consummation of the Merger, or otherwise reducing the anticipated benefits to the Combined Company of the Merger. Such conditions, terms, obligations or restrictions may result in the delay or abandonment of the Merger. Notwithstanding any of the foregoing, Era and Xxxxxxx will not be obligated to negotiate, commit to or effect any action that would result in the sale, divestiture, disposal, holding separate, or other disposition of assets, contracts, businesses or product lines of Era and Xxxxxxx, or their respective subsidiaries generating, in the aggregate, Revenues (as defined below) in an aggregate amount in excess of $10.0 million. ‘‘Revenues’’ as used in the immediately preceding sentence means, with respect to any asset, contract, business or product line, gross revenues associated therewith for the twelve months ended December 31, 2019.the

RISK FACTORS. In addition An investment in the Securities of the Company involves a high degree of risk and should be considered only by persons who can afford to the other information contained lose their entire investment and who have no need for liquidity in or incorporated by reference into this joint proxy and consent solicitation statement/prospectus, including the matters addressed under the heading ‘‘Cautionary Statement Regarding Forward-Looking Statements,’’ you their investment. You should carefully consider the following risk factors in deciding how to vote on or whether to consent or withhold consent to the proposals presented in this joint proxy and consent solicitation statement/prospectus. You should also consider the other information indescribed below, and discussed in the other documents incorporated by reference into, this joint proxy and consent solicitation statement/prospectus, including in particular the risk factors associated with Era’s business contained under the heading ‘‘section titled “Risk Factors’’ ” in Era’s our most recent Annual Report on Form 10-K for K, as well as the year ended December 31risks, 2019uncertainties and additional information set forth in our SEC Filings incorporated by reference herein. See ‘‘Where You Can Find More Information’’Our business, financial condition or results of operations could be materially adversely affected by any of these risks. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment. Risks Related to the Merger Because Securities and This Offering There is no public market for the Series R Preferred Shares or Warrants and a limited public market for the common stock. There is no public market for the Series R Preferred Shares or the Warrants, and we not intend to have such securities quoted or listed on any market. In addition, our common stock is quoted on the OTC Pink which is an unorganized, inter-dealer, over-the-counter market which provides significantly less liquidity than the NASDAQ Capital Market or other national securities exchange. These factors may have an adverse impact on the trading and price of Era Common Stock our common stock. The Securities will fluctuatebe subject to restrictions on resale. We have not registered the sale of any of the Securities under the Securities Act or any state securities laws. The securities offered hereby are highly illiquid, Xxxxxxx stockholders canand are not transferable except in accordance with the Securities Act. Consequently, the Securities may not be certain resold or otherwise transferred unless they are subsequently registered under applicable securities laws or an exemption therefrom is available. In view of these and other limitations to the transfer of the market value Securities as described herein, the Securities should be considered an illiquid investment which may need to be held indefinitely. Limitations on the transfer of the Per Share Merger Consideration they will receiveSecurities may also adversely affect the price that a Subscriber might be able to obtain for such securities in a private sale. Upon completion The price of the MergerUnits has been determined without a third party valuation or fairness opinion. We have set the price of Units without the benefit of any third party valuation or fairness opinion or review. You must make your own determination as to the accuracy, each holder fairness or reasonableness of Xxxxxxx Common Stockthe price of the Units and the other terms of the Offering. We will have significant discretion over the use of the gross proceeds. The Company intends to use the net proceeds of this Offering for general corporate purposes and to meet working capital needs. Accordingly, Company management will have broad discretion as to the application of such proceeds. There can be no assurance that management’s use of proceeds generated through this Offering will prove optimal or translate into revenue or profitability for the Company. There is no investor counsel. The Company has not retained any independent professionals to review or comment on this Offering or otherwise protect the interests of Subscribers. Although the Company has retained its own counsel, neither such firm nor any other than holders firm has made any independent examination of dissenting sharesany factual matters represented by management herein, shall and purchasers of the Securities offered hereby should not rely on any such firms so retained with respect to any matters herein described. No governmental entity has evaluated our securities. No federal or state commission, department or agency has made any evaluation, finding, recommendation or endorsement with respect to the Securities. Additional stock offerings in the future may dilute then-existing shareholders’ percentage ownership of the Company. Given our plans and expectations that we will need additional capital and personnel, we anticipate that we will need to issue additional shares of common stock or securities convertible or exercisable for shares of common stock, including convertible preferred stock, convertible notes, stock options or warrants. The issuance of additional securities in the future will dilute the percentage ownership of then current stockholders. Without limiting the generality of the foregoing, the Company may conduct other offerings concurrent with this offering. Subscribers in this Offering who do not hold securities of the Company purchased in certain prior offerings of the Company will be subject to additional dilution. Pursuant to the Series R Certificate of Designation, subscribers in this Offering who hold securities of the Company that such subscribers purchased in certain prior offerings of the Company, at such time as they convert Series R Preferred Stock to common stock, will be entitled to receiveadditional shares of common stock, for each share pursuant to the formula and subject to the terms and conditions set forth therein, that holders of Xxxxxxx Common Series R Preferred Stock who convert shares to common stock will not otherwise be entitled to. This will result in additional dilution to subscribers in this Offering who do not hold such securities purchased in such prior offerings of the Company and will thus not be entitled to such additional shares. We may be unable to pay dividends on the Series R Preferred Stock Under Nevada law, the Company may not pay cash dividends to holders of Series R Preferred Stock if the Company would not be able to pay its debts as they become due in the usual course of business. This may limit our ability to pay dividends on the Series R Preferred Stock. In addition, the Company has certain other series of preferred stock that are entitled to dividends, as further described in the SEC Filings. This may also adversely affect our ability to pay dividends on the Series R Preferred Stock. The Series R Preferred Shares will not have voting rights. Holders of the Series R Preferred Shares, by virtue of holding such shares, will not have any voting rights, except as may be required under applicable law. Thus, the holders of the Series R Preferred Shares, by virtue of holding such shares, will have no right to participate in the election of directors of the Company or any other matter that may be brought to the vote of the shareholders of the Company. The Series R Preferred Shares will be subject to the Company’s right of redemption. Pursuant to the Series R Certificate of Designation, the Company will have the right (but no obligation) to redeem outstanding shares of Series R Preferred Stock, a number in the Company’s discretion, subject to the terms and conditions set forth therein. Such redemption, if it occurs, may reduce the return on Series R Preferred Shares for Subscribers, as redeemed shares will no longer be entitled to further dividends. The Warrants are speculative in nature. The Warrants do not confer any rights of common stock ownership on their holders, such as voting rights, but rather merely represent the right to acquire shares of Era Common Stock equal to the Aggregate Merger Consideration divided by the number common stock at a fixed price for a limited period of shares of Xxxxxxx Common Stock outstanding immediately prior to the Merger (including any shares issued as a result of the Preferred Stock Conversion, any shares underlying Xxxxxxx options or restricted stock units and certain shares of Xxxxxxx Common Stock held in reserve), plus the cash value of any fractional shares of Era Common Stock that would otherwise be payable, as described under ‘‘The Merger—Terms of the Merger’’). Any change in the market price of Era Common Stock prior to completion of the Merger will affect the value of any shares of Era Common Stock Xxxxxxx stockholders receive as consideration in the Mergertime. The market price of Era Common Stock has fluctuated significantly since the signing common stock may never equal or exceed the respective exercise prices of the Merger Agreement due to the COVID-19 pandemic Warrants, and a decrease in oil and natural gas prices since the execution consequently, it may never be profitable for holders of the Merger Agreement and may continue Warrants to fluctuate as a result of a variety of factors, including general market and economic conditions over exercise the past month, changes in Era’s or Xxxxxxx’x respective businesses, operations and prospects, and regulatory considerations. Many of these factors are outside Era’s or Xxxxxxx’x control. Accordingly, at the time of the Xxxxxxx Consent Deadline, Xxxxxxx stockholders will not know or be able to calculate the market price of Era Common Stock that they will receive upon completion of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities during the pendency of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities and obligates Era and Xxxxxxx to generally operate their businesses in the ordinary course in all material respects during the pendency of the Merger absent Era’s or Xxxxxxx’x prior written consent, as applicable. These restrictions could prevent Era and Xxxxxxx from pursuing attractive business opportunities or responding effectively to competitive pressures and industry developments that arise prior to the consummation of the Merger or termination of the Merger Agreement and are outside the ordinary course of business. In particular, the Merger Agreement restricts each of Era and Xxxxxxx from making certain acquisitions and dispositions without the prior written consent of the other party. If Era or Xxxxxxx is unable to take actions it believes are beneficial, such restrictions could have an adverse effect on Era’s and/or Xxxxxxx’x business, financial condition and results of operations. The Merger Agreement contains provisions that limit Era’s and Xxxxxxx’x ability to pursue alternatives to the Merger, which could discourage a potential competing acquiror of Era or Xxxxxxx from making a favorable alternative transaction proposal and, in specified circumstances, could require Era or Xxxxxxx to pay a termination fee. The Merger Agreement contains certain provisions that restrict Era’s and Xxxxxxx’x ability to solicit, initiate, facilitate or encourage any inquiries regarding, or the making of any proposal or offer that constitutes, a competing proposal, engage, continue or otherwise participate in any discussions or negotiations regarding, or furnish any non-public information to any person that has made or is, to the knowledge of Era or Xxxxxxx, as applicable, considering making a competing proposal, subject to customary exceptions and limitationsWarrants. In addition, Era and Xxxxxxx generally have an opportunity to offer to modify the terms of Series C Warrants will not be exercisable until such time as the Merger Agreement in response to any third-party alternative transaction proposal before the Era Board or Xxxxxxx Board may change, qualify, withhold, withdraw or modify its recommendation that Era’s or Xxxxxxx’x stockholders, as applicable, approve the Merger. Further, even if the Era Board or the Xxxxxxx Board changes, qualifies, withholds, withdraws or modifies its recommendation, unless the Merger Agreement is terminated in accordance with its terms, Era or Xxxxxxx, as applicable, will still be required to submit the merger proposal to the vote of its stockholders. Upon termination of the Merger Agreement in certain circumstances relating to changes in the recommendation of the Era Board or Xxxxxxx Board in favor of the Merger or entry by Era or Xxxxxxx into an alternative transaction within 12 months of termination of the Merger Agreement, Era or Xxxxxxx will be required to pay a termination fee of $9.0 million, as applicable. These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Era or Xxxxxxx or pursuing an alternative transaction with Era or Xxxxxxx from considering or proposing such a transaction or might result in a potential third-party acquiror or merger partner proposing to pay a lower price to the stockholders of Era or Xxxxxxx than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances. If the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on Era’s and Xxxxxxx’x financial condition, stock price, results of operations, assets or business. Combining Era and Xxxxxxx may be more difficult, costly or time-consuming than currently expected, and Era and Xxxxxxx may fail to realize the anticipated benefits and cost savings of the Merger. Era and Xxxxxxx have operated and, until the completion of the Merger, will continue to operate, independently. The success of the Merger, including anticipated benefits and cost savings, will depend, in part, on Era’s and Xxxxxxx’x ability to successfully combine and integrate their businesses in a manner that does not materially disrupt existing customer relationships or result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect Era’s and/or Xxxxxxx’x ability to maintain relationships with customers and employees. The success of the Combined Company following the Merger may depend, in part, on the ability of Era and Xxxxxxx to integrate their two businesses, business models and cultures. If Era and Xxxxxxx experience difficulties in the integration process, including those listed above, they may fail to realize the anticipated benefits of the Merger in a timely manner or at all. The Combined Company’s business or results of operations or the value of its common stock may be materially and adversely affected as is traded on a result. Era and Xxxxxxx also expect to incur material one-time costs to achieve synergies and may fail to realize such estimated synergies. While Era and Xxxxxxx believe these synergies are achievable, their ability to achieve such estimated synergies in the amounts and time frame expected is subject to various assumptions by their management teams based on expectations that are subject to a number of risksnational securities exchange, which may or may not be realizedoccur prior to such Warrants expiring. Investors should consult their own tax advisers regarding tax consequences of this Offering, the incurrence of other costs in Era and Xxxxxxx’x operations that may offset all or a portion of such synergies and other factors outside their control. As a consequenceSeries R Preferred Shares, Era and Xxxxxxx may not be able to realize all of these synergies within the time frame expected or at all. Era and Xxxxxxx may incur additional and/or unexpected costs to realize these synergies. In addition, if Era and Xxxxxxx fail to achieve the anticipated cost benefits in a timely manner, Era and Xxxxxxx may be unable realize all the anticipated synergies. Failure to achieve the expected synergies could significantly reduce the expected benefits associated with the Merger and adversely affect the Combined Company’s business, financial condition and results of operations. The completion of the Merger is subject to several conditions. There can be no assurances when or if the Merger will be completed. While Era and Xxxxxxx expect to complete the Merger in the middle of 2020, there can be no assurances as to the exact timing of completion of the Merger, or that the Merger will be completed at all. The completion of the Merger is subject to numerous conditions, including, among others, (i) receipt of requisite approvals of Era’s and Xxxxxxx’x stockholders and the filing of the Era Charter Amendment No. 1, (ii) the expiration of any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the ‘‘HSR Act’’) or any other antitrust laws, and there not being in effect any voluntary agreement with any antitrust authority under which Era and Xxxxxxx have agreed not to consummate the Merger, (iii) the absence of any governmental order or law prohibiting the consummation of the Merger, (iv) the effectiveness of the registration statement for the shares of Era Common Stock to be issued in the Merger and the authorization for listing of those shares on the NYSE, (v) the accuracy of the other party’s representations and warranties, subject to customary materiality standards, (vi) compliance of the other party with its respective covenants under the Merger Agreement in all material respects, and (vii) other customary closing conditions. If such conditions are not satisfied, the Merger will not be consummated unless such conditions are validly waived. Such conditions may jeopardize or delay consummation of the Merger or may reduce the anticipated benefits of the Merger. Further, no assurance can be given that the required approvals will be obtained or that the conditions to closing will be satisfied. Even if all such approvals are obtained, no assurance can be given as to the terms, conditions and timing of such approvals or that they will satisfy the terms of the Merger Agreement. If the Merger is not consummated by October 23, 2020 (as may be extended to a date no later than January 23, 2021 upon satisfaction of certain conditions to extension set forth in the Merger Agreement), either Era or Xxxxxxx may terminate the Merger Agreement. The Merger is subject to the requirements of the HSR Act, and regulatory authorities may impose conditions that could have an adverse effect on Era, Xxxxxxx and/or the Combined Company or that could delay, prevent or increase the costs associated with completion of the Merger. The Merger may not be consummated until notifications under the HSR Act are submitted to the Antitrust Division of the Department of Justice (the ‘‘DOJ’’) and the Federal Trade Commission (the ‘‘FTC’’) and the required waiting period has expired or been terminated. Era and Xxxxxxx submitted their respective Notification and Report forms under the HSR Act on February 6, 2020. On March 9, 2020, Era withdrew its Notification and Report form, and on March 11, 2020, Era refiled an updated Notification and Report form, thereby commencing a new thirty day waiting period, which expired on April 10, 2020 without any extension or further action by the U.S. antitrust agencies. In addition, private parties who may be adversely affected by the Merger and individual states may bring legal action under the antitrust laws in certain circumstances. Although Xxxxxxx and Era believe the consummation of the Merger will not likely be prohibited under the antitrust laws, there can be no assurance that a challenge to the Merger on antitrust grounds will not be made and, if a challenge is made, what the result will be. Under the Merger Agreement, Era and Xxxxxxx have agreed to use their reasonable best efforts to avoid or eliminate each and every impediment to consummation of the transaction under any applicable law that may be asserted by any governmental entity and to obtain all regulatory clearances or observe all regulatory review periods necessary to consummate the Merger and the transactions contemplated by the Merger Agreement as soon as commercially practicable so as to enable the closing to occur as soon as reasonably possible (and in any event, not later than the End Date). In addition, in order to consummate the Merger, Era and Xxxxxxx may be required to comply with conditions, terms, obligations or restrictions imposed by governmental entities under any antitrust law, including divestitures, and such conditions, terms, obligations or restrictions may have the effect of delaying consummation of the Merger, imposing additional material costs on or materially limiting the revenue of the Combined Company after the consummation of the Merger, or otherwise reducing the anticipated benefits to the Combined Company of the Merger. Such conditions, terms, obligations or restrictions may result in the delay or abandonment of the Merger. Notwithstanding any of the foregoing, Era and Xxxxxxx will not be obligated to negotiate, commit to or effect any action that would result in the sale, divestiture, disposal, holding separate, or other disposition of assets, contracts, businesses or product lines of Era and Xxxxxxx, or their respective subsidiaries generating, in the aggregate, Revenues (as defined below) in an aggregate amount in excess of $10.0 million. ‘‘Revenues’’ as used in the immediately preceding sentence means, with respect to any asset, contract, business or product line, gross revenues associated therewith for the twelve months ended December 31, 2019Warrants.

RISK FACTORS. An investment in the 6.00% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Subordinated Notes”) issued by Spirit of Texas Bancshares, Inc. (the “Company,” “we,” “our” and “us”) involves a number of risks. You should read carefully and consider the following risks before making an investment decision. The following risks are not, however, exclusive or exhaustive, and only represent typical risks that may impact an investment in the Subordinated Notes. In addition to the evaluating an investment in any of our securities, investors should consider carefully, among other things, information contained in or incorporated by reference into this joint proxy and consent solicitation statement/prospectus, including the matters addressed under the heading ‘‘“Cautionary Statement Regarding Forward-Forward Looking Statements,’’ you should carefully consider the following risk factors in deciding how to vote on or whether to consent or withhold consent to the proposals presented in this joint proxy and consent solicitation statement/prospectus. You should also consider the other information in, ” and the other documents incorporated by reference into, this joint proxy and consent solicitation statement/prospectus, including in particular the risk factors associated with Era’s business contained risks previously disclosed under the heading ‘‘“Risk Factors’’ ” in Erathe Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2020, the information under the heading “Cautionary Notice Regarding Forward-Looking Statements” and the risks previously disclosed under the heading “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2020, filed with the SEC on May 15, 2020, and such other risk factors as the Company may disclose in other reports and statements filed with the SEC. See ‘‘Where You Can Find More Information’’The order of these risk factors does not reflect their relative importance or likelihood of occurrence. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Subordinated Notes. Risks Related to the Merger Because Subordinated Notes You should not rely on indicative or historical data concerning the market price of Era Common Stock will fluctuate, Xxxxxxx stockholders cannot be certain Secured Overnight Financing Rate (“SOFR”). Under the terms of the market value Subordinated Notes, the interest rate on the Subordinated Notes for each interest period during the floating rate period will be based on Three-Month Term SOFR, a forward-looking term rate for a tenor of three months that will be based on SOFR (“Three-Month Term SOFR”) (unless a Benchmark Transition Event and its related Benchmark Replacement Date occur with respect to Three-Month Term SOFR, in which case the rate of interest will be based on the next-available Benchmark Replacement). In the following discussion of SOFR, when we refer to SOFR-linked Subordinated Notes, we mean the Subordinated Notes at any time when the interest rate on the Subordinated Notes is or will be determined based on SOFR, including Three-Month Term SOFR. SOFR is published by the Federal Reserve Bank of New York (“FRBNY”) and is intended to be a broad measure of the Per Share Merger Consideration they will receivecost of borrowing cash overnight collateralized by U.S. Treasury securities. Upon completion FRBNY reports that SOFR includes all trades in the Broad General Collateral Rate, plus bilateral U.S. Treasury repurchase agreement (“repo”) transactions cleared through the delivery-versus-payment service offered by the Fixed Income Clearing Corporation (the “FICC”), a subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). SOFR is filtered by FRBNY to remove a portion of the Mergerforegoing transactions considered to be “specials.” According to FRBNY, “specials” are repos for specific-issue collateral which take place at cash-lending rates below those for general collateral repos because cash providers are willing to accept a lesser return on their cash in order to obtain a particular security. FRBNY reports that SOFR is calculated as a volume-weighted median of transaction-level tri-party repo data collected from The Bank of New York Mellon, which currently acts as the clearing bank for the tri-party repo market, as well as general collateral finance repo transaction data and data on bilateral U.S. Treasury repo transactions cleared through the FICC’s delivery-versus-payment service. FRBNY states that it obtains information from DTCC Solutions LLC, an affiliate of DTCC. FRBNY currently publishes SOFR daily on its website at xxxxx://xxxx.xxxxxxxxxx.xxx/markets/autorates/sofr. FRBNY states on its publication page for SOFR that use of SOFR is subject to important disclaimers, limitations and indemnification obligations, including that FRBNY may alter the methods of calculation, publication schedule, rate revision practices or availability of SOFR at any time without notice. The foregoing Internet website is an inactive textual reference only. FRBNY started publishing SOFR in April 2018. FRBNY has also started publishing historical indicative SOFRs dating back to 2014, although this historical indicative data inherently involves assumptions, estimates and approximations. You should not rely on this historical indicative data or on any historical changes or trends in SOFR as an indicator of the future performance of SOFR. The amount of interest payable on the Subordinated Notes will vary on and after July 31, 2025. As the interest rate of the Subordinated Notes will be calculated based on SOFR from July 31, 2025 to but excluding the maturity date or earlier redemption date and SOFR is a floating rate, the interest rate on the Subordinated Notes will vary on and after July 31, 2025. During this period, the Subordinated Notes will bear a floating interest rate set each holder quarterly interest period at a per annum rate equal to the Benchmark rate (which is expected to be Three-Month Term SOFR) plus a spread of Xxxxxxx Common Stock592 basis points; provided, other that in the event that the Benchmark rate for any floating rate period is less than holders of dissenting shareszero, the Benchmark rate for such floating rate period shall be entitled deemed to receive, for each share be zero. The per annum interest rate that is determined on the relevant determination date will apply to the entire quarterly interest period following such determination date even if the Benchmark rate increases during that period. Floating rate notes bear additional significant risks not associated with fixed rate debt securities. These risks include fluctuation of Xxxxxxx Common Stock, the interest rates and the possibility that you will receive an amount of interest that is lower than expected. We have no control over a number of shares matters, including economic, financial, and political events, that are important in determining the existence, magnitude, and longevity of Era Common Stock equal market volatility and other risks and their impact on the value of, or payments made on, the floating rate Subordinated Notes. SOFR may be more volatile than other benchmark or market rates. Since the initial publication of SOFR, daily changes in the rate have, on occasion, been more volatile than daily changes in comparable benchmark or market rates, and SOFR over time may bear little or no relation to the Aggregate Merger Consideration divided by the number of shares of Xxxxxxx Common Stock outstanding immediately prior to the Merger (including any shares issued as a result of the Preferred Stock Conversion, any shares underlying Xxxxxxx options historical actual or restricted stock units and certain shares of Xxxxxxx Common Stock held in reserve), plus the cash value of any fractional shares of Era Common Stock that would otherwise be payable, as described under ‘‘The Merger—Terms of the Merger’’). Any change in the market price of Era Common Stock prior to completion of the Merger will affect the value of any shares of Era Common Stock Xxxxxxx stockholders receive as consideration in the Merger. The market price of Era Common Stock has fluctuated significantly since the signing of the Merger Agreement due to the COVID-19 pandemic and a decrease in oil and natural gas prices since the execution of the Merger Agreement and may continue to fluctuate as a result of a variety of factors, including general market and economic conditions over the past month, changes in Era’s or Xxxxxxx’x respective businesses, operations and prospects, and regulatory considerations. Many of these factors are outside Era’s or Xxxxxxx’x control. Accordingly, at the time of the Xxxxxxx Consent Deadline, Xxxxxxx stockholders will not know or be able to calculate the market price of Era Common Stock that they will receive upon completion of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities during the pendency of the Merger. The Merger Agreement subjects Era and Xxxxxxx to restrictions on their business activities and obligates Era and Xxxxxxx to generally operate their businesses in the ordinary course in all material respects during the pendency of the Merger absent Era’s or Xxxxxxx’x prior written consent, as applicable. These restrictions could prevent Era and Xxxxxxx from pursuing attractive business opportunities or responding effectively to competitive pressures and industry developments that arise prior to the consummation of the Merger or termination of the Merger Agreement and are outside the ordinary course of business. In particular, the Merger Agreement restricts each of Era and Xxxxxxx from making certain acquisitions and dispositions without the prior written consent of the other party. If Era or Xxxxxxx is unable to take actions it believes are beneficial, such restrictions could have an adverse effect on Era’s and/or Xxxxxxx’x business, financial condition and results of operations. The Merger Agreement contains provisions that limit Era’s and Xxxxxxx’x ability to pursue alternatives to the Merger, which could discourage a potential competing acquiror of Era or Xxxxxxx from making a favorable alternative transaction proposal and, in specified circumstances, could require Era or Xxxxxxx to pay a termination fee. The Merger Agreement contains certain provisions that restrict Era’s and Xxxxxxx’x ability to solicit, initiate, facilitate or encourage any inquiries regarding, or the making of any proposal or offer that constitutes, a competing proposal, engage, continue or otherwise participate in any discussions or negotiations regarding, or furnish any non-public information to any person that has made or is, to the knowledge of Era or Xxxxxxx, as applicable, considering making a competing proposal, subject to customary exceptions and limitationshistorical indicative data. In addition, Era the return on and Xxxxxxx generally have an opportunity to offer to modify the terms value of the Merger Agreement in response SOFR-linked Subordinated Notes may fluctuate more than floating rate securities that are linked to any third-party alternative transaction proposal before the Era Board or Xxxxxxx Board may change, qualify, withhold, withdraw or modify its recommendation that Era’s or Xxxxxxx’x stockholders, as applicable, approve the Mergerless volatile rates. Further, even if the Era Board or the Xxxxxxx Board changes, qualifies, withholds, withdraws or modifies its recommendation, unless the Merger Agreement is terminated in accordance with its terms, Era or Xxxxxxx, as applicable, will still be required to submit the merger proposal to the vote of its stockholders. Upon termination of the Merger Agreement in certain circumstances relating to changes Changes in the recommendation calculation of the Era Board or Xxxxxxx Board in favor of the Merger or entry by Era or Xxxxxxx into an alternative transaction within 12 months of termination of the Merger Agreement, Era or Xxxxxxx will be required to pay a termination fee of $9.0 million, as applicable. These provisions SOFR could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Era or Xxxxxxx or pursuing an alternative transaction with Era or Xxxxxxx from considering or proposing such a transaction or might result in a potential third-party acquiror or merger partner proposing to pay a lower price to the stockholders of Era or Xxxxxxx than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances. If the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on Era’s and Xxxxxxx’x financial condition, stock price, results of operations, assets or business. Combining Era and Xxxxxxx may be more difficult, costly or time-consuming than currently expected, and Era and Xxxxxxx may fail to realize the anticipated benefits and cost savings of the Merger. Era and Xxxxxxx have operated and, until the completion of the Merger, will continue to operate, independently. The success of the Merger, including anticipated benefits and cost savings, will depend, in part, on Era’s and Xxxxxxx’x ability to successfully combine and integrate their businesses in a manner that does not materially disrupt existing customer relationships or result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect Era’s and/or Xxxxxxx’x ability to maintain relationships with customers and employees. The success of the Combined Company following the Merger may depend, in part, on the ability of Era and Xxxxxxx to integrate their two businesses, business models and cultures. If Era and Xxxxxxx experience difficulties in the integration process, including those listed above, they may fail to realize the anticipated benefits of the Merger in a timely manner or at all. The Combined Company’s business or results of operations or the value of its common stock may be materially and adversely affected as a result. Era and Xxxxxxx also expect to incur material one-time costs to achieve synergies and may fail to realize such estimated synergies. While Era and Xxxxxxx believe these synergies are achievable, their ability to achieve such estimated synergies in the amounts and time frame expected is subject to various assumptions by their management teams based on expectations that are subject to a number of risks, which may or may not be realized, the incurrence of other costs in Era and Xxxxxxx’x operations that may offset all or a portion of such synergies and other factors outside their control. As a consequence, Era and Xxxxxxx may not be able to realize all of these synergies within the time frame expected or at all. Era and Xxxxxxx may incur additional and/or unexpected costs to realize these synergies. In addition, if Era and Xxxxxxx fail to achieve the anticipated cost benefits in a timely manner, Era and Xxxxxxx may be unable realize all the anticipated synergies. Failure to achieve the expected synergies could significantly reduce the expected benefits associated with the Merger and adversely affect the Combined Company’s businessamount of interest that accrues on the SOFR-linked Subordinated Notes and the trading prices for the SOFR-linked Subordinated Notes. Because SOFR is published by FRBNY based on data received from other sources, financial condition and results of operations. The completion of the Merger is subject to several conditionswe have no control over its determination, calculation, or publication. There can be no assurances when or if the Merger will be completed. While Era and Xxxxxxx expect to complete the Merger in the middle of 2020, there can be no assurances as to the exact timing of completion of the Merger, or assurance that the Merger will be completed at all. The completion of the Merger is subject to numerous conditions, including, among others, (i) receipt of requisite approvals of Era’s and Xxxxxxx’x stockholders and the filing of the Era Charter Amendment No. 1, (ii) the expiration of any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the ‘‘HSR Act’’) or any other antitrust laws, and there not being in effect any voluntary agreement with any antitrust authority under which Era and Xxxxxxx have agreed not to consummate the Merger, (iii) the absence of any governmental order or law prohibiting the consummation of the Merger, (iv) the effectiveness of the registration statement for the shares of Era Common Stock to be issued in the Merger and the authorization for listing of those shares on the NYSE, (v) the accuracy of the other party’s representations and warranties, subject to customary materiality standards, (vi) compliance of the other party with its respective covenants under the Merger Agreement in all material respects, and (vii) other customary closing conditions. If such conditions are not satisfied, the Merger SOFR will not be consummated unless such conditions are validly waived. Such conditions may jeopardize discontinued or delay consummation of the Merger or may reduce the anticipated benefits of the Merger. Further, no assurance can be given fundamentally altered in a manner that the required approvals will be obtained or that the conditions to closing will be satisfied. Even if all such approvals are obtained, no assurance can be given as is materially adverse to the terms, conditions and timing interests of such approvals or that they will satisfy investors in the terms of the Merger AgreementSOFR-linked Subordinated Notes. If the Merger manner in which SOFR is not consummated by October 23calculated is changed, 2020 (as that change may be extended to result in a date no later than January 23, 2021 upon satisfaction of certain conditions to extension set forth reduction in the Merger Agreement)amount of interest that accrues on the SOFR-linked Subordinated Notes, either Era or Xxxxxxx which may terminate adversely affect the Merger Agreement. The Merger is subject to the requirements trading prices of the HSR Act, and regulatory authorities may impose conditions that could have an adverse effect on Era, Xxxxxxx and/or the Combined Company or that could delay, prevent or increase the costs associated with completion of the Merger. The Merger may not be consummated until notifications under the HSR Act are submitted to the Antitrust Division of the Department of Justice (the ‘‘DOJ’’) and the Federal Trade Commission (the ‘‘FTC’’) and the required waiting period has expired or been terminated. Era and Xxxxxxx submitted their respective Notification and Report forms under the HSR Act on February 6, 2020. On March 9, 2020, Era withdrew its Notification and Report form, and on March 11, 2020, Era refiled an updated Notification and Report form, thereby commencing a new thirty day waiting period, which expired on April 10, 2020 without any extension or further action by the U.S. antitrust agenciesSOFR-linked Subordinated Notes. In addition, private parties who may be adversely affected by the Merger and individual states may bring legal action under interest rate on the antitrust laws in certain circumstances. Although Xxxxxxx and Era believe the consummation of the Merger SOFR-linked Subordinated Notes for any day will not likely be prohibited under adjusted for any modification or amendment to SOFR for that day that FRBNY may publish if the antitrust lawsinterest rate for that day has already been determined prior to such publication. Further, there can if the Benchmark rate on the SOFR-linked Subordinated Notes for any interest period declines to zero or becomes negative, then the Benchmark rate for such interest period will be deemed to be zero. There is no assurance that changes in SOFR could not have a challenge to material adverse effect on the Merger on antitrust grounds will not be made andyield on, if a challenge is made, what the result will be. Under the Merger Agreement, Era and Xxxxxxx have agreed to use their reasonable best efforts to avoid or eliminate each and every impediment to consummation of the transaction under any applicable law that may be asserted by any governmental entity and to obtain all regulatory clearances or observe all regulatory review periods necessary to consummate the Merger and the transactions contemplated by the Merger Agreement as soon as commercially practicable so as to enable the closing to occur as soon as reasonably possible (and in any event, not later than the End Date). In addition, in order to consummate the Merger, Era and Xxxxxxx may be required to comply with conditions, terms, obligations or restrictions imposed by governmental entities under any antitrust law, including divestituresvalue of, and such conditions, terms, obligations or restrictions may have the effect of delaying consummation of the Merger, imposing additional material costs on or materially limiting the revenue of the Combined Company after the consummation of the Merger, or otherwise reducing the anticipated benefits to the Combined Company of the Merger. Such conditions, terms, obligations or restrictions may result in the delay or abandonment of the Merger. Notwithstanding any of the foregoing, Era and Xxxxxxx will not be obligated to negotiate, commit to or effect any action that would result in the sale, divestiture, disposal, holding separate, or other disposition of assets, contracts, businesses or product lines of Era and Xxxxxxx, or their respective subsidiaries generating, in the aggregate, Revenues (as defined below) in an aggregate amount in excess of $10.0 million. ‘‘Revenues’’ as used in the immediately preceding sentence means, with respect to any asset, contract, business or product line, gross revenues associated therewith market for the twelve months ended December 31, 2019SOFR-linked Subordinated Notes.