Common use of Additional Covenants and Agreements Clause in Contracts

Additional Covenants and Agreements. Section 5.1 Preparation of the Registration Statement and the Proxy Statement; ETP Unitholders Meeting. (a) As soon as practicable following the date of this Agreement, ETP and ETE shall jointly prepare and ETP shall file with the SEC the Proxy Statement, and ETP and ETE shall jointly prepare and ETE shall file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus. Each of ETP and ETE shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and keep the Registration Statement effective for so long as necessary to consummate the transactions contemplated hereby. ETP and ETE shall use their respective reasonable best efforts to cause the Proxy Statement to be mailed to the Common Unitholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. No filing of, or amendment or supplement to, the Registration Statement will be made by ETE, and no filing of, or amendment or supplement to, the Proxy Statement will be made by ETP, without providing the other party a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to ETP or ETE, or any of their respective Affiliates, directors or officers, is discovered by ETP or ETE that should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement, so that any such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be jointly prepared and promptly filed with the SEC and, to the extent required by Law, disseminated to the Common Unitholders. The parties shall notify each other promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to either the Proxy Statement or the Registration Statement or for additional information and shall supply each other with copies of (i) all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement, the Registration Statement or the transactions contemplated hereby and (ii) all orders of the SEC relating to the Registration Statement. (b) ETP shall, as soon as practicable following the date of this Agreement, establish a record date for, duly call, give notice of, convene and hold a special meeting of the Common Unitholders (the “ETP Unitholders Meeting”) for the purpose of obtaining the ETP Unitholder Approval and ETP Unaffiliated Unitholder Approval. Subject to Section 5.3, ETP shall, through the ETP Managing GP Board, recommend to the Common Unitholders adoption of this Agreement (the “ETP Board Recommendation”). Unless the ETP Managing GP Board has effected an ETP Adverse Recommendation Change in accordance with Section 5.3, ETP shall use its reasonable best efforts to solicit from the Common Unitholders proxies in favor of the Merger and to take all other action necessary or advisable to secure the ETP Unitholder Approval and the ETP Unaffiliated Unitholder Approval. The Proxy Statement shall include a copy of the ETP Fairness Opinion and (subject to Section 5.3)

Additional Covenants and Agreements. Section 5.1 6.1 Preparation of the Registration Statement Statement, the Schedule 13E-3 and the Proxy Statement; ETP Unitholders Partnership Unitholder Meeting. (a) As soon promptly as practicable following the date of this Agreement, ETP Partnership and ETE Parent shall jointly prepare and ETP Partnership and Parent, as applicable, shall file with the SEC the Proxy StatementStatement and the Registration Statement and any amendments or supplements thereto and Partnership and Parent shall prepare and Parent, PBF LLC, Merger Sub, HoldCo, Partnership GP and ETP and ETE the Partnership shall jointly prepare and ETE shall file with the SEC the Schedule 13E-3, and any amendments thereto as required by Rule 13e-3 under the Exchange Act, and the Registration Statement, in which the Proxy Statement will be included as a prospectus. Each of ETP the parties hereto shall, upon the request by the other, furnish the other with all information concerning themselves, their respective Subsidiaries, directors, officers and ETE unitholders and such other matters, in each case, as may be reasonably advisable or necessary in connection with the Proxy Statement, the Registration Statement or the Schedule 13E-3. Each of Partnership and Parent shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and keep the Registration Statement effective for so long as necessary to consummate the transactions contemplated herebyby this Agreement. ETP Each of Partnership and ETE Parent shall use their respective its reasonable best efforts to cause the Proxy Statement to be mailed to the Common Unitholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. No filing of, or amendment or supplement to, including by incorporation by reference, the Registration Statement will be made by ETEStatement, and no filing of, the Schedule 13E-3 or amendment or supplement to, the Proxy Statement will be made by ETP, any party without providing the other party a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to ETP Partnership or ETEParent, or any of their respective Affiliates, directors or officers, is discovered by ETP Partnership or ETE Parent that should be set forth in an amendment or supplement to any of the Registration Statement Statement, the Schedule 13E-3 or the Proxy Statement, so that any such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be jointly prepared and promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the Common Unitholders. The parties hereto shall notify each other promptly of the receipt of any comments comments, written or oral, from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to either the Proxy Statement, the Registration Statement or the Registration Statement Schedule 13E-3 or for additional information and each party hereto shall supply each other with copies of (i) all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement, the Registration Statement Statement, the Schedule 13E-3 or the transactions contemplated hereby by this Agreement and (ii) all orders of the SEC relating to the Registration Statement. (b) ETP Subject to Section 6.1(c), Partnership shall, as soon promptly as practicable following the date of this Agreementon which the Registration Statement is declared effective under the Securities Act, establish a record date for, duly call, give notice of, convene and hold a special meeting of the Common Unitholders (the “ETP Unitholders Partnership Unitholder Meeting”) for the purpose of obtaining the ETP Unitholder Approval and ETP Unaffiliated Partnership Unitholder Approval. Subject to Section 5.36.3, ETP Partnership shall, through based on the ETP Managing GP BoardConflicts Committee’s recommendation, recommend to the Common Unitholders adoption approval of this Agreement (collectively, the “ETP Partnership Board Recommendation”). Unless the ETP Managing GP Board has effected an ETP Adverse Recommendation Change in accordance with Section 5.3, ETP shall ) and use its reasonable best efforts to solicit obtain from the Common Unitholders proxies in favor of the Merger and to take all other action necessary or advisable to secure the ETP Unitholder Approval and the ETP Unaffiliated Partnership Unitholder Approval. The Proxy Statement shall include a copy of the ETP Fairness Opinion and (include, subject to Section 5.3)6.3, the Partnership Board Recommendation and the opinion of the GP Conflicts Committee Financial Advisor. Without limiting the generality of the foregoing, but subject to Section 6.3, Partnership’s obligations pursuant to the first sentence of this Section 6.1(b) shall not be affected by the withdrawal or modification by the GP Conflicts Committee of the Partnership Board Recommendation or any other action by the GP Conflicts Committee or the GP Board with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to the contrary, Partnership may postpone or adjourn the Partnership Unitholder Meeting (A) to solicit additional proxies for the purpose of obtaining the Partnership Unitholder Approval, (B) for the absence of quorum, (C) to the extent reasonably necessary to ensure that any supplement or amendment to the Proxy Statement that the GP Conflicts Committee has determined after consultation with outside legal counsel is necessary under applicable Law is provided to the Common Unitholders within the minimum amount of time reasonably practicable prior to the Partnership Unitholder Meeting, and (D) if Partnership has delivered any notice contemplated by Section 6.3(b) and the time periods contemplated by Section 6.3(b) have not expired; provided, however, that in each case, Partnership shall not be permitted to postpone or adjourn the Partnership Unitholder Meeting to a date after the date that is less than two (2) Business Days prior to the Outside Date. In no event shall any matter be submitted to the Common Unitholders at the Partnership Unitholder Meeting other than the matters specifically contemplated by this Agreement without the prior written consent of Parent. (c) Unless this Agreement is validly terminated in accordance with Article VIII, Partnership shall submit this Agreement to the Common Unitholders for approval at the Partnership Unitholder Meeting even if the GP Board or the GP Conflicts Committee shall have effected a Partnership Adverse Recommendation Change.

Additional Covenants and Agreements. Section 5.1 SECTION 5.1. Preparation of the Registration Statement Form S-4 and the Proxy Statement; ETP Unitholders MeetingStockholder Meetings. (a) As soon as practicable following the date of this Agreement, ETP the Company shall prepare for filing with the SEC the Proxy Statement and ETE the Company and Parent shall jointly prepare and ETP Parent shall file with the SEC the Proxy Statement, and ETP and ETE shall jointly prepare and ETE shall file with the SEC the Registration StatementForm S-4, in which the Proxy Statement will be included as a part of the prospectus. Each of ETP the Company and ETE Parent shall use its reasonable best efforts to have the Registration Statement Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and keep the Registration Statement Form S-4 effective for so long as necessary to consummate the transactions contemplated herebyMerger. ETP and ETE The Company shall use their respective its reasonable best efforts to cause the Proxy Statement to be mailed to the Common Unitholders stockholders of the Company as promptly as practicable after the Registration Statement Form S-4 is declared effective under the Securities Act. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process) required to be taken under any applicable state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger, and the Company shall furnish all information concerning the Company and the holders of shares of Company Common Stock as may be reasonably requested by Parent in connection with any such action. No filing of, or amendment or supplement to, the Registration Statement Form S-4 will be made by ETEParent, and no filing of, or amendment or supplement to, the Proxy Statement will be made by ETPthe Company, in each case without providing the other party a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to ETP the Company or ETEParent, or any of their respective Affiliates, directors or officers, is should be discovered by ETP the Company or ETE that Parent which should be set forth in an amendment or supplement to any of either the Registration Statement Form S-4 or the Proxy Statement, so that any either such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be jointly prepared and promptly filed with the SEC and, to the extent required by Law, disseminated to the Common Unitholdersstockholders of the Company. The parties shall notify each other promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to either the Proxy Statement or the Registration Statement Form S-4 or for additional information and shall supply each other with copies of (i) all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement, the Registration Statement Form S-4 or the transactions contemplated hereby Merger and (ii) all orders of the SEC relating to the Registration StatementForm S-4. (b) ETP The Company shall, as soon as practicable following the date of this Agreement, establish a record date for, duly call, give notice of, convene and hold a special meeting of the Common Unitholders its stockholders (the “ETP Unitholders Meeting”"COMPANY STOCKHOLDERS MEETING") solely for the purpose of obtaining the ETP Unitholder Approval and ETP Unaffiliated Unitholder Company Stockholder Approval. Subject to Section 5.3, ETP the Company shall, through the ETP Managing GP Boardits Board of Directors, recommend to the Common Unitholders its stockholders adoption of this Agreement (the “ETP Board Recommendation”"COMPANY BOARD RECOMMENDATION"). Unless the ETP Managing GP Board has effected an ETP Adverse Recommendation Change in accordance with Section 5.3, ETP shall use its reasonable best efforts to solicit from the Common Unitholders proxies in favor of the Merger and to take all other action necessary or advisable to secure the ETP Unitholder Approval and the ETP Unaffiliated Unitholder Approval. The Proxy Statement shall include a copy of the ETP Fairness Opinion and (subject to Section 5.35.3(c)) the Company Board Recommendation.

Additional Covenants and Agreements. Section 5.1 Preparation of the Registration Statement Form S-4 and the Proxy Statement; ETP Unitholders WPC Stockholders Meeting; Esmark Stockholder Approval. (a) As soon as practicable following the date of this Agreement, ETP WPC and ETE Esmark shall jointly prepare and ETP WPC shall file with the SEC the Proxy Statement, Statement and ETP WPC and ETE Esmark shall jointly prepare and ETE NewCo shall file with the SEC the Registration StatementForm S-4, in which the Proxy Statement will be included as a prospectus. Each of ETP WPC and ETE Esmark shall use its reasonable best efforts to have the Registration Statement Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement Form S-4 effective for so long as necessary to consummate the transactions contemplated herebyCombination. ETP and ETE shall WPC shall, subject to Section 5.3, use their respective its reasonable best efforts to cause the Proxy Statement to be mailed to the Common Unitholders stockholders of WPC as promptly as practicable after the Registration Statement Form S-4 is declared effective under the Securities Act. NewCo shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process) required to be taken under any applicable state securities Laws in connection with the issuance of shares of NewCo Common Stock in the Combination. No filing of, or amendment or supplement to, the Registration Statement will Form S-4 shall be made by ETENewCo, and no filing of, or amendment or supplement to, the Proxy Statement will Statement, shall be made by ETPWPC, in each case, without providing the other party a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to ETP or ETEWPC, Esmark or any of their respective Affiliates, directors or officers, is should be discovered by ETP WPC or ETE that Esmark which should be set forth in an amendment or supplement to any of either the Registration Statement Form S-4 or the Proxy Statement, so that any either such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be jointly prepared and promptly filed with the SEC and, to the extent required by Law, disseminated to the Common Unitholdersstockholders of WPC. The parties shall notify each other promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to either the Proxy Statement or the Registration Statement Form S-4 or for additional information and shall supply each other with copies of (i) all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement, the Registration Statement Form S-4 or the transactions contemplated hereby Combination and (ii) all orders of the SEC relating to the Registration StatementForm S-4. (b) ETP WPC shall, as soon as practicable following the date of this Agreement, establish a record date for, duly call, give notice of, convene and hold a special meeting of the Common Unitholders its stockholders (the “ETP Unitholders WPC Stockholders Meeting”) for the purpose of obtaining the ETP Unitholder Approval and ETP Unaffiliated Unitholder WPC Stockholder Approval. Subject to Section 5.35.3(c), ETP WPC shall, through the ETP Managing GP BoardSpecial Committee and its Board of Directors, recommend to the Common Unitholders its stockholders adoption of this Agreement (the “ETP WPC Board Recommendation”). Unless the ETP Managing GP Board has effected an ETP Adverse Recommendation Change in accordance with Section 5.3, ETP shall use its reasonable best efforts to solicit from the Common Unitholders proxies in favor of the Merger and to take all other action necessary or advisable to secure the ETP Unitholder Approval and the ETP Unaffiliated Unitholder Approval. The Proxy Statement shall include a copy of the ETP Fairness Opinion and (subject to Section 5.35.3(c) the WPC Board Recommendation). Without limiting the generality of the foregoing, WPC’s obligations pursuant to the first sentence of this Section 5.1(b) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to WPC of any Takeover Proposal or (ii) any WPC Adverse Recommendation Change. Notwithstanding anything to the contrary contained in this Agreement, WPC shall not be required to hold the WPC Stockholders Meeting if this Agreement is terminated in accordance with its terms. (c) Subject to Section 2.10, Esmark shall, no later than the date of the WPC Stockholders Meeting or such other date as the parties may agree, duly submit to its stockholders this Agreement for the purpose of obtaining Esmark Stockholder Approval at a meeting of the stockholders of Esmark, duly called and held (the “Esmark Stockholders Meeting”) or in an action by written consent of the stockholders of Esmark, in each case, in accordance with the DGCL and the Esmark Charter Documents. Esmark shall, through its Board of Directors, recommend to its stockholders the approval and adoption of this Agreement and shall use commercially reasonable efforts to solicit such approval by its stockholders in accordance with the DGCL and the Esmark Charter Documents. Esmark shall comply with Section 262(d)(1) or (2) of the DGCL, as applicable, with respect to notifying its stockholders of the availability of appraisal rights. As promptly as practicable after obtaining the Esmark Stockholder Approval, but in no event later than two (2) days prior to the Closing Date, Esmark shall notify each of its stockholders who is entitled to appraisal rights of the approval of the Esmark Merger and that appraisal rights are available, pursuant to Section 262 of the DGCL.

Additional Covenants and Agreements. Section 5.1 Preparation of the Registration Statement and the Proxy Statement; ETP Unitholders Unitholder Meeting. (a) As soon as practicable following the date of this Agreement, ETP and ETE shall jointly the Partnership will prepare and ETP shall file with the SEC the Proxy Statement, Statement and ETP the Partnership and ETE shall jointly Parent will prepare and ETE shall Parent will file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus. Each of ETP the Partnership and ETE shall Parent will use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and keep the Registration Statement effective for so long as necessary to consummate the transactions contemplated hereby. ETP and ETE shall The Partnership will use their respective its reasonable best efforts to cause the Proxy Statement to be mailed to the Common Unitholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Parent shall also use reasonable best efforts to take any action required to be taken under any applicable state securities law in connection with the issuance and reservation of the Parent Units, and the Partnership shall furnish all information concerning the Partnership and the Unitholders or a beneficial interest therein as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Registration Statement will be made by ETEParent, and no filing of, or amendment or supplement to, the Proxy Statement will be made by ETP, the Partnership without providing the other party a reasonable opportunity to review and comment thereonthereon provided, that the Partnership, in connection with an Adverse Recommendation Change, may amend or supplement the Proxy Statement to effect such change if and to the extent such amendment or supplement is required by applicable Law. If at any time prior to the Effective Time any information relating to ETP the Partnership or ETEParent, or any of their respective Affiliates, directors or officers, is discovered by ETP the Partnership or ETE Parent that should be set forth in an amendment or supplement to any of either the Registration Statement or the Proxy Statement, so that any either such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall will promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall will be jointly prepared and promptly filed with the SEC and, to the extent required by Law, disseminated to the Common Unitholders. The parties shall will notify each other promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to either the Proxy Statement or the Registration Statement or for additional information and shall will supply each other with copies of (i) all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement, the Registration Statement or the transactions contemplated hereby and (ii) all orders of the SEC relating to the Registration Statement. (b) ETP shallThe Partnership will, as soon as reasonably practicable following the date of this AgreementRegistration Statement being declared effective by the SEC, establish a record date for, duly call, give notice of, convene and hold a special meeting of the Common its Unitholders (the “ETP Partnership Unitholders Meeting”) for the purpose of obtaining the ETP Unitholder Approval and ETP Unaffiliated Partnership Unitholder Approval. Subject to Section 5.3, ETP shall, through the ETP Managing GP Board, General Partner will recommend to the Common Unitholders adoption approval of this Agreement (the “ETP Board General Partner Recommendation”). Unless the ETP Managing GP Board has effected an ETP Adverse Recommendation Change in accordance with Section 5.3, ETP shall use its reasonable best efforts to solicit from the Common Unitholders proxies in favor of the Merger and to take all other action necessary or advisable to secure the ETP Unitholder Approval and the ETP Unaffiliated Unitholder Approval. The Proxy Statement shall will include a copy of the ETP Partnership Fairness Opinion and (subject to Section 5.3)) the General Partner Recommendation. Without limiting the generality of the foregoing, but subject to Section 5.3, the Partnership’s obligations pursuant to the first sentence of this Section 5.1(b) will not be affected by (i) the commencement, public proposal, public disclosure or communication to the Partnership of any Alternative Proposal or (ii) the withdrawal or modification by the General Partner or any committee thereof of the General Partner Recommendation. Notwithstanding anything in this Agreement to the contrary, the Partnership may only postpone or adjourn the Partnership Unitholders Meeting (i) to solicit additional proxies for the purpose of obtaining the Partnership Unitholder Approval, (ii) for the absence of a quorum, (iii) to allow reasonable additional time for the filing and/or mailing of any supplemental or amended disclosure that the Partnership has determined after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Unitholders prior to the Partnership Unitholders Meeting, (iv) if the Partnership has delivered any notice contemplated by Section 5.3(d) and the time periods contemplated by Section 5.3(d) have not expired, and (v) with the written consent of Parent, which may be withheld in its sole discretion. (c) The parties will use their reasonable best efforts to cause their respective independent auditors to render any consent required by the SEC to include its report on the Partnership’s consolidated financial statements or Parent’s consolidated financial statements, as the case may be, in the Registration Statement and to references to said accountants as experts in the Registration Statement with respect to the matters included in said report.

Additional Covenants and Agreements. Section 5.1 SECTION 5.1. Preparation of the Registration Statement Form S-4 and the Joint Proxy Statement; ETP Unitholders MeetingStockholders Meetings. (a) As soon as practicable The Company and Parent shall use their reasonable best efforts to prepare and file with the SEC, within 30 days following the date of this Agreementhereof, ETP the Joint Proxy Statement and ETE the Company and Parent shall jointly prepare and ETP Parent shall file with the SEC the Proxy Statement, and ETP and ETE shall jointly prepare and ETE shall file with the SEC the Registration StatementForm S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of ETP the Company and ETE Parent shall use its reasonable best efforts to have the Registration Statement Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and keep the Registration Statement Form S-4 effective for so long as necessary to consummate the transactions contemplated herebyMergers. ETP and ETE The Company shall use their respective its reasonable best efforts to cause the Joint Proxy Statement to be mailed to the Common Unitholders stockholders of the Company and Parent shall use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to the stockholders of Parent, in each case as promptly as practicable after the Registration Statement Form S-4 is declared effective under the Securities Act. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process) required to be taken under any applicable state securities Laws in connection with the issuance of shares of Parent Common Stock in the Reverse Merger, and the Company shall furnish all information concerning the Company and the holders of shares of Company Common Stock as may be reasonably requested by Parent in connection with any such action. No filing of, or amendment or supplement to, the Registration Statement Form S-4 will be made by ETEParent, and no filing of, or amendment or supplement to, the Joint Proxy Statement will be made by ETPthe Company or Parent, in each case without providing the other party a reasonable opportunity to review and comment thereon. If at any time prior to the Reverse Merger Effective Time any information relating to ETP the Company or ETEParent, or any of their respective Affiliates, directors or officers, is should be discovered by ETP the Company or ETE that Parent which should be set forth in an amendment or supplement to any of either the Registration Statement Form S-4 or the Joint Proxy Statement, so that any either such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be jointly prepared and promptly filed with the SEC and, to the extent required by Law, disseminated to the Common Unitholdersstockholders of the Company and the stockholders of Parent. The parties shall notify each other promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to either the Joint Proxy Statement or the Registration Statement Form S-4 or for additional information and shall supply each other with copies of (i) all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Joint Proxy Statement, the Registration Statement Form S-4 or the transactions contemplated hereby Mergers and (ii) all orders of the SEC relating to the Registration StatementForm S-4. (b) ETP The Company shall, as soon as practicable following the date of this Agreement, establish a record date for, duly call, give notice of, convene and hold a special meeting of the Common Unitholders its stockholders (the “ETP Unitholders "Company Stockholders Meeting”") for the purpose of obtaining the ETP Unitholder Approval and ETP Unaffiliated Unitholder Company Stockholder Approval. Subject to Section 5.35.3(c) hereof, ETP the Company shall, through the ETP Managing GP Boardits Board of Directors, recommend to the Common Unitholders its stockholders adoption of this Agreement (the “ETP "Company Board Recommendation”"). Unless the ETP Managing GP Board has effected an ETP Adverse Recommendation Change in accordance with Section 5.3, ETP shall use its reasonable best efforts to solicit from the Common Unitholders proxies in favor of the Merger and to take all other action necessary or advisable to secure the ETP Unitholder Approval and the ETP Unaffiliated Unitholder Approval. The Joint Proxy Statement shall include a copy of the ETP Fairness Company Opinion and (subject to Section 5.35.3(c) hereof) the Company Board Recommendation. The Company shall use its reasonable best efforts to cause the Company Stockholders Meeting to occur on the same date as the Parent Stockholders Meeting. (c) Parent shall, as soon as practicable following the date of this Agreement, establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (which meeting may be its annual meeting or a special meeting of its stockholders, the "Parent Stockholders Meeting") for the purpose of obtaining the Parent Stockholder Approval (and, if an annual meeting, such other matters, not inconsistent with the terms hereof or transactions contemplated hereby, as may be properly brought before such meeting). Parent shall, through its Board of Directors, recommend to its stockholders approval of the issuance of shares of Parent Common Stock in connection with the Reverse Merger (the "Parent Board Recommendation"). The Joint Proxy Statement shall include, among other things, the Parent Board Recommendation. Parent shall use its reasonable best efforts to cause the Parent Stockholders Meeting to occur on the same date as the Company Stockholders Meeting.

Additional Covenants and Agreements. Section 5.1 Preparation Each of the Registration Statement Shareholders acknowledges and agrees to the Proxy Statement; ETP Unitholders Meeting.following with respect to the sale of the Techwell Shares hereunder: (a) As soon as practicable following Shareholders have not provided adequate assurances to Full Art that any outstanding loans of Techwell whether secured by the date of this AgreementShareholders, ETP South Crown Aluminum Building Systems Limited, a Hong Kong corporation, or otherwise shall not become immediately due and ETE shall jointly prepare and ETP shall file with the SEC the Proxy Statement, and ETP and ETE shall jointly prepare and ETE shall file with the SEC the Registration Statement, payable in which the Proxy Statement will be included full or in part as a prospectus. Each of ETP and ETE shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and keep the Registration Statement effective for so long as necessary to consummate the transactions contemplated hereby. ETP and ETE shall use their respective reasonable best efforts to cause the Proxy Statement to be mailed to the Common Unitholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. No filing of, or amendment or supplement to, the Registration Statement will be made by ETE, and no filing of, or amendment or supplement to, the Proxy Statement will be made by ETP, without providing the other party a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to ETP or ETE, or any of their respective Affiliates, directors or officers, is discovered by ETP or ETE that should be set forth in an amendment or supplement to any result of the Registration Statement or Closing. To the Proxy Statement, so that any extent such document would not include any misstatement of a material fact or omit to state any material fact necessary loans become due and payable and Full Art and/or CAE is required to make any accelerated payments thereunder where such accelerated payments were caused by Shareholders’ failure to obtain the statements thereinconsent of any lender, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information Shareholders shall be jointly prepared and promptly filed with the SEC and, to the extent required severally liable for any and all costs incurred by Law, disseminated to the Common Unitholders. The parties shall notify each other promptly of the receipt Full Art and/or CAE regardless of any comments from the SEC surety or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to either the Proxy Statement or the Registration Statement or for additional information and shall supply each other with copies of (i) all correspondence between it or any of its Representativesguaranty, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement, the Registration Statement or the transactions contemplated hereby and (ii) all orders of the SEC relating to the Registration Statementif any. (b) ETP shallShareholders acknowledge that there are several bank accounts relating to Techwell and/or the Techwell Subsidiaries on which one or both Shareholders are designated as authorized signatories. Immediately after the Closing, Shareholders shall take any and all action necessary to cause persons designated by Full Art to become authorized signatories on such accounts such that any disbursements made from said accounts can only be made pursuant to instructions from the authorized signatories as designated by Full Art. (c) Pursuant to certain Chinese transfer documents dated October 25, 2007, Techwell Shenzhen agreed to pay Shareholders individual consideration in the aggregate amount of Ten Million Hong Kong Dollars (HK$10,000,000) upon the effectiveness of the transfer of such Shareholders’ capital interests in Techwell Shenzhen. Techwell Macau has also agreed to pay ▇▇▇▇▇▇▇▇ ▇▇ consideration in the amount of Twenty-Two Thousand Five Hundred MOP (MOP$22,500) as consideration for the transfer of his capital interest in Techwell Macau. To the extent that this is not Full Art’s understanding and agreement with Shareholders as of the date hereof, Shareholders shall waive any and all rights to receive such consideration and Techwell Shenzhen and Techwell Macau, as applicable, shall have no further obligation to pay such consideration to any Shareholder as it relates to such Shareholders’ transfer of his/her interests in either of Techwell Shenzhen or Techwell Macau. (d) Shareholders acknowledge that, notwithstanding the applicability of Macau laws regarding ownership of shares, a portion of Shareholders’ capital interests in Techwell Macau is currently held in trust. To the extent that CAE is unable to consolidate the financial statements of Techwell and the Techwell Subsidiaries in their entirety as a result of such trust or if such trust violates in any way the laws of Hong Kong, PRC or Macau, Shareholders shall take any and all action necessary to transfer such interests and shall be legally responsible for any failure to validly and legally effect the transfer of Shareholders’ capital interests in Techwell Macau. Further, Shareholders shall be jointly and severally liable for any damages to Full Art and/or CAE as a result of such transfer not being legally and validly effected. (e) Shareholders acknowledge that Techwell Shenzhen’s environmental protection approval from Nanshan Environment Protection Bureau (“Environmental Permit”) expired in January 2007 and as such, Techwell Shenzhen does not currently have an effective Environmental Permit. Immediately after the Closing, Shareholders shall take any and all action necessary to file or cause, or cause to be filed, as soon as reasonably practicable following and in any event within five (5) business days from the date of this AgreementClosing, establish any and all filings required by Governmental Authorities in connection with obtaining and/or renewing its Environmental Permit. Shareholders shall be jointly and severally liable for any and all damages to Full Art and/or CAE as a record date for, duly call, give notice of, convene and hold a special meeting result of the Common Unitholders (the “ETP Unitholders Meeting”) for the purpose of obtaining the ETP Unitholder Approval and ETP Unaffiliated Unitholder Approval. Subject to Section 5.3, ETP shall, through the ETP Managing GP Board, recommend such Environmental Permit not being effective prior to the Common Unitholders adoption Closing. (f) Shareholders acknowledge that to the extent that Techwell Shenzhen’s payments of this Agreement social insurance to PRC Governmental Authorities do not meet the statutory requirements set forth under PRC law and Techwell Shenzhen is deemed liable for payments of social insurance with respect to any employees hired by Techwell Shenzhen on or prior to the Closing, Shareholders shall be jointly and severally liable for any and all such costs incurred by Full Art and/or CAE after the Closing with respect to such payments. (g) Shareholders acknowledge that to the “ETP Board Recommendation”). Unless extent that Techwell Shenzhen does not have any written employment agreements executed with its employees as required under the ETP Managing GP Board has effected an ETP Adverse Recommendation Change in accordance with Section 5.3PRC Labor Law, ETP Shareholders shall use its reasonable best efforts to solicit from be jointly and severally liable for any and all damages incurred by Full Art and/or CAE as a result of such employment agreements not being executed on or before the Common Unitholders proxies in favor of the Merger and to take all other action necessary or advisable to secure the ETP Unitholder Approval and the ETP Unaffiliated Unitholder Approval. The Proxy Statement shall include a copy of the ETP Fairness Opinion and (subject to Section 5.3)Closing.

Additional Covenants and Agreements. Section 5.1 Preparation of the Registration Statement and the Statements; Proxy Statement; ETP Unitholders Meeting.Merger Sub and SpinCo Stockholder Approvals (a) As soon as practicable Each Party shall use its reasonable best efforts to, within forty-five days following the date of hereof, but in no event later than sixty days following the date hereof, to the extent such filings are required by Applicable Law in connection with the transactions contemplated by this AgreementAgreement (i) jointly prepare, ETP and ETE shall jointly prepare and ETP RMT Parent shall file with the SEC SEC, a proxy statement relating to the RMT Parent Stockholder Approval (together with all supplements and amendments thereto, the “Proxy Statement”) and a registration statement on Form S-4 to register under the Securities Act the RMT Parent Share Issuance (together with all supplements and amendments, prospectuses or information statements, the “RMT Parent Registration Statement”) (ii) jointly prepare, and ETP and ETE shall jointly prepare and ETE SpinCo shall file with the SEC SEC, a registration statement on Form 10 or Form S-1 to register under the Exchange Act or the Securities Act, as the case may be, the SpinCo Common Stock to be distributed in the Distribution (together with all supplements and amendments, prospectuses or information statements thereto and the RMT Parent Registration Statement, in which the Proxy Statement will be included as a prospectus. “Registration Statements”). (b) Each of ETP GPC, SpinCo, RMT Parent and ETE Merger Sub shall use its reasonable best efforts to have the Registration Statement Statements declared effective under the Exchange Act or the Securities Act Act, as applicable, as promptly as practicable after such filing filing, and keep the Registration Statement effective for so long as necessary to consummate the transactions contemplated hereby. ETP and ETE RMT Parent shall use their respective reasonable best efforts to cause the Proxy Statement to be mailed to the holders of RMT Parent Common Unitholders Stock as promptly as practicable after following the date on which the SEC clears (whether orally or in writing) the Proxy Statement and, if required by the SEC as a condition to the mailing of the Proxy Statement, the RMT Parent Registration Statement is declared effective effective. Each of RMT Parent and GPC shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities laws or regulations in connection with, in the case of RMT Parent, the RMT Parent Share Issuance and, in the case of GPC, the issuance and distribution of the SpinCo Common Stock in the Distribution. The Parties shall cooperate in preparing and filing with the SEC the Proxy Statement, the Registration Statements and any necessary amendments or supplements thereto. RMT Parent and Merger Sub shall furnish all information concerning RMT Parent and the RMT Parent Entities, and GPC and SpinCo shall furnish all information concerning GPC, the SpinCo Business and the SpinCo Companies as may be reasonably requested by the other Parties in connection with the preparation, filing and distribution of the Proxy Statement, the Registration Statements and any necessary amendments or supplements thereto. None of the Proxy Statement, the Registration Statements nor any amendment or supplement thereto shall be filed or mailed to stockholders without the written consent of all of the Parties (such consent not to be unreasonably withheld, delayed or conditioned). (c) The Proxy Statement shall (i) state that the RMT Parent Board has approved this Agreement and the transactions contemplated hereby, and approved the RMT Parent Share Issuance and (ii) subject to Section 7.03(d), include the RMT Parent Recommendation (except to the extent that RMT Parent effects a Change in the RMT Parent Recommendation in accordance with Section 7.03(d)). (d) Except for, but subject to Section 10.07, ordinary course communications filed pursuant to Rule 425 under the Securities Act. No filing ofAct and as required by Applicable Law or in connection with a Change in the RMT Parent Recommendation, or no amendment or supplement toto the Proxy Statement, the a Registration Statement will shall be made by ETEwithout the prior consent of the other Parties (which shall not be unreasonably withheld, delayed or conditioned). RMT Parent and no filing ofGPC, as applicable, shall advise the other promptly after receiving oral or written notice of (i) the time when a Registration Statement has become effective or any supplement or amendment or supplement to, to the Proxy Statement or a Registration Statement has been filed, (ii) the issuance of any stop order, (iii) the suspension of the qualification for offering or sale in any jurisdiction of the RMT Parent Common Stock issuable in connection with the Merger or the SpinCo Common Stock issuable in connection with the Distribution or (iv) any oral or written request by the SEC for amendment of the Proxy Statement or a Registration Statement or SEC comments thereon or requests by the SEC for additional information. RMT Parent and GPC shall promptly provide each other with copies of any written communication from the SEC and summaries of any oral communications with the SEC with respect to the Proxy Statement or the Registration Statements, shall cooperate to prepare appropriate responses thereto (and will be made provide each other with copies of any such responses given to the SEC) and shall give reasonable consideration to all reasonable comments suggested by ETP, without providing the other party a reasonable opportunity to review and comment thereon. If Party. (e) If, at any time prior to the Merger Effective Time Time, any information relating to ETP event or ETE, or any of their respective Affiliates, directors or officers, is circumstance shall be discovered by ETP or ETE a Party that should be set forth in an amendment or a supplement to any of the a Registration Statement or the Proxy Statement, Statement so that any such document would not include any misstatement of a material fact or omit fail to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information Party shall promptly notify inform the other parties hereto Parties and the Parties shall cause an appropriate amendment or supplement describing such information shall to be jointly prepared and promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to the Common Unitholders. The parties shall notify each other promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to either the Proxy Statement or the Registration Statement or for additional information and shall supply each other with copies of (i) all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement, the Registration Statement or the transactions contemplated hereby and (ii) all orders of the SEC relating to the Registration Statementstockholders. (bf) ETP shall, as soon as practicable following In connection with the date of this Agreement, establish a record date for, duly call, give notice of, convene and hold a special meeting filing of the Common Unitholders (the “ETP Unitholders Meeting”) for the purpose Registration Statements and other SEC filings contemplated hereby, each of obtaining the ETP Unitholder Approval GPC and ETP Unaffiliated Unitholder Approval. Subject to Section 5.3, ETP shall, through the ETP Managing GP Board, recommend to the Common Unitholders adoption of this Agreement (the “ETP Board Recommendation”). Unless the ETP Managing GP Board has effected an ETP Adverse Recommendation Change in accordance with Section 5.3, ETP RMT Parent shall use its reasonable best efforts to solicit from (i) cooperate with the Common Unitholders proxies in favor other to prepare financial statements (including audited, unaudited and pro forma financial statements as required by the SEC and Applicable Law) that comply with the rules and regulations of the Merger and SEC to take all other action necessary or advisable to secure the ETP Unitholder Approval and extent required for SEC filings, including the ETP Unaffiliated Unitholder Approval. The Proxy Statement shall include a copy requirements of the ETP Fairness Opinion Regulation S-X and (subject ii) provide and make reasonably available upon reasonable notice the senior management employees of GPC or RMT Parent, as the case may be, to discuss the materials prepared and delivered pursuant to this Section 5.37.01(f).