Common use of Information Statement Clause in Contracts

Information Statement. Fuse has provided prior to the date hereof all financial and other information relating to Fuse that TEEE has reasonably requested (including the Fuse Financial Statements and the Pro Formas) for preparation of an information statement on Schedule 14C relating to the approval and adoption of the 14C Amendments and the transactions contemplated hereby (as amended or supplemented, the “Information Statement”). As promptly as practicable following the date hereof, TEEE and Fuse shall prepare and file with the SEC the Information Statement. TEEE shall use its commercially reasonable efforts to ensure that the Information Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading, other than with respect to statements made based on information supplied or to be supplied in writing by Fuse specifically for inclusion therein. Fuse shall use its commercially reasonable efforts to ensure that none of the information it has supplied and will supply in writing specifically for inclusion in the Information Statement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. The Parties shall cooperate with each other in connection with the preparation of the foregoing documents and the SEC’s review of such documents. TEEE and Fuse shall promptly respond to any SEC comments on the Information Statement. TEEE and Fuse shall use their commercially reasonable efforts to have the Information Statement cleared by the SEC as promptly as practicable for mailing to the holders of Common Stock as promptly as practicable. TEEE and Fuse shall also take any and all actions required to satisfy the requirements of the Securities Act and the Exchange Act.

Information Statement. Fuse has provided prior to the date hereof all financial (a) Parent and other information relating to Fuse that TEEE has reasonably requested (including the Fuse Financial Statements Company shall cooperate and the Pro Formas) for preparation of an information statement on Schedule 14C relating to the approval and adoption of the 14C Amendments and the transactions contemplated hereby (as amended or supplemented, the “Information Statement”). As promptly as practicable following the date hereof, TEEE and Fuse shall prepare and Company shall promptly file with the SEC no later than ten (10) calendar days after the date of this Agreement the Information Statement. TEEE The Information Statement shall use its commercially reasonable efforts to ensure that contain (i) the notice of action by written consent required by Section 228(e) of the DGCL and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL. (b) Parent and Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Information Statement does not or any other statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it to Company in writing specifically for inclusion or incorporation by reference in the Information Statement will when filed with the SEC and at the time it is mailed to holders of Company Common Stock, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light therein not misleading. Parent further agrees that if it becomes aware that any information furnished by it would cause any of the circumstances under which they were made, not misleading, other than with respect to statements made based on information supplied or to be supplied in writing by Fuse specifically for inclusion therein. Fuse shall use its commercially reasonable efforts to ensure that none of the information it has supplied and will supply in writing specifically for inclusion in the Information Statement contains to be false or misleading with respect to any untrue statement of a material fact fact, or omits to omit to state any material fact required to be stated therein or necessary in order to make the statements contained thereintherein not false or misleading, in light of the circumstances under which they were made, not misleading. The Parties shall cooperate with each other in connection with the preparation of the foregoing documents to promptly inform Company and the SEC’s review of such documents. TEEE and Fuse shall promptly respond to any SEC comments on take appropriate steps to correct the Information Statement. TEEE and Fuse Company shall use their commercially its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable for mailing after such filing. (c) No amendment or supplement to the holders Information Statement will be made by Company without the approval of Common Stock as the Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed). (d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as practicable. TEEE and Fuse shall also take any and all actions required to satisfy reasonably practicable after the requirements Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the Securities Act and preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange ActAct substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCL.

Information Statement. Fuse has provided prior to the date hereof all financial and other information relating to Fuse that TEEE has reasonably requested (including the Fuse Financial Statements and the Pro Formas) for preparation of an information statement on Schedule 14C relating to the approval and adoption None of the 14C Amendments and information contained in the transactions contemplated hereby (as amended or supplementedSchedule 14D-9, the “information statement, if any, filed by the Company in connection with the Offer pursuant to Rule 14f-1 under the Exchange Act (the "Information Statement”"). As promptly as practicable following , or incorporated by reference therein or any amendment or supplement thereto, at the date hereof, TEEE and Fuse shall prepare and file respective times such documents are filed with the SEC or first published, sent or given to the Information Statement. TEEE shall use its commercially reasonable efforts Company's shareholders, contain or will contain any untrue statement of a material fact or omit or will omit to ensure state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied by the Parent or Merger Sub specifically for inclusion in the Schedule 14D-9 or Information Statement does not or any amendment or supplement. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents will, at the date of filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading, other than with respect to statements made based on information supplied or to be supplied in writing by Fuse specifically for inclusion therein. Fuse shall use its commercially reasonable efforts to ensure that none of the information it has supplied and will supply in writing specifically for inclusion in the Information Statement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. The Parties If at any time prior to the Effective Time the Company's executive officers shall cooperate obtain knowledge of any facts with each other in connection with respect to itself, any of its officers and directors or REI Barbados that would require the preparation supplement or amendment to any of the foregoing documents in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or to comply with applicable Laws, such amendment or supplement shall be promptly filed with the SEC and, as required by Law, disseminated to the shareholders of the Company, and in the SEC’s review event the Parent shall advise the Company as to its obtaining knowledge of such any facts that would make it necessary to supplement or amend any of the foregoing documents. TEEE and Fuse , the Company shall promptly respond amend or supplement such document as required and distribute the same to any SEC comments on the Information Statement. TEEE and Fuse shall use their commercially reasonable efforts to have the Information Statement cleared by the SEC as promptly as practicable for mailing to the holders of Common Stock as promptly as practicable. TEEE and Fuse shall also take any and all actions required to satisfy the requirements of the Securities Act and the Exchange Actits shareholders.

Information Statement. Fuse has provided Unless the Merger is consummated in accordance with Section 253 of the DGCL as contemplated by Section 2.7, as soon as practicable after the consummation of the Offer (or, if requested by Parent, prior thereto), the Company shall, subject to the date hereof all financial prior review and other information relating to Fuse that TEEE has reasonably requested approval of Parent and Purchaser (including the Fuse Financial Statements and the Pro Formaswhich approval shall not be unreasonably withheld) for preparation of an information statement on Schedule 14C relating to the approval and adoption of the 14C Amendments and the transactions contemplated hereby (as amended or supplemented, the “Information Statement”). As promptly as practicable following the date hereof, TEEE and Fuse shall prepare and file with the SEC the Information Statement in preliminary form as required by the Exchange Act and the rules and regulations promulgated thereunder. The Company shall obtain and furnish the information required to be included in the Information Statement, shall provide Parent and Purchaser with, and consult with Parent and Purchaser regarding, any comments that may be received from the SEC or its staff with respect thereto, shall, subject to the prior review and approval of Parent and Purchaser (which approval shall not be unreasonably withheld), respond promptly to any such comments made by the SEC or its staff with respect to the Information Statement, and shall cause the Information Statement in definitive form to be mailed to the Company’s stockholders at the earliest practicable date. TEEE shall use its commercially reasonable efforts If at any time prior to ensure the Closing, any information relating to the Offer, the Merger, the Company, Parent, Purchaser or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Information Statement, so that the Information Statement does shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were are made, not misleading, the party which discovers such information shall promptly notify the other than party, and an appropriate amendment or supplement describing such information shall be filed with respect the SEC and disseminated to statements made based on information supplied or to be supplied in writing by Fuse specifically for inclusion therein. Fuse shall use its commercially reasonable efforts to ensure that none the stockholders of the information it has supplied and will supply in writing specifically for inclusion in the Information Statement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. The Parties shall cooperate with each other in connection with the preparation of the foregoing documents and the SEC’s review of such documents. TEEE and Fuse shall promptly respond to any SEC comments on the Information Statement. TEEE and Fuse shall use their commercially reasonable efforts to have the Information Statement cleared by the SEC as promptly as practicable for mailing to the holders of Common Stock as promptly as practicable. TEEE and Fuse shall also take any and all actions required to satisfy the requirements of the Securities Act and the Exchange ActCompany.

Information Statement. Fuse has provided Unless the Merger is consummated in accordance with Section 1110 of the CGCL as contemplated by Section 2.7, as soon as practicable after the consummation of the Offer (or, if requested by Parent, prior thereto), the Company shall, subject to the date hereof all financial prior review and other information relating to Fuse that TEEE has reasonably requested approval of Parent and Purchaser (including the Fuse Financial Statements and the Pro Formaswhich approval shall not be unreasonably withheld) for preparation of an information statement on Schedule 14C relating to the approval and adoption of the 14C Amendments and the transactions contemplated hereby (as amended or supplemented, the “Information Statement”). As promptly as practicable following the date hereof, TEEE and Fuse shall prepare and file with the SEC the Information Statement in preliminary form as required by the Exchange Act and the rules and regulations promulgated thereunder. The Company shall obtain and furnish the information required to be included in the Information Statement, shall provide Parent and Purchaser with, and consult with Parent and Purchaser regarding, any comments that may be received from the SEC or its staff with respect thereto, shall, subject to the prior review and approval of Parent and Purchaser (which approval shall not be unreasonably withheld), respond promptly to any such comments made by the SEC or its staff with respect to the Information Statement, and shall cause the Information Statement in definitive form to be mailed to the Company’s shareholders at the earliest practicable date. TEEE shall use its commercially reasonable efforts If at any time prior to ensure the Closing, any information relating to the Offer, the Merger, the Company, Parent, Purchaser or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Information Statement, so that the Information Statement does shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were are made, not misleading, the party which discovers such information shall promptly notify the other than party, and an appropriate amendment or supplement describing such information shall be filed with respect the SEC and disseminated to statements made based on information supplied or to be supplied in writing by Fuse specifically for inclusion therein. Fuse shall use its commercially reasonable efforts to ensure that none the shareholders of the information it has supplied and will supply in writing specifically for inclusion in the Information Statement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. The Parties shall cooperate with each other in connection with the preparation of the foregoing documents and the SEC’s review of such documents. TEEE and Fuse shall promptly respond to any SEC comments on the Information Statement. TEEE and Fuse shall use their commercially reasonable efforts to have the Information Statement cleared by the SEC as promptly as practicable for mailing to the holders of Common Stock as promptly as practicable. TEEE and Fuse shall also take any and all actions required to satisfy the requirements of the Securities Act and the Exchange ActCompany.

Information Statement. Fuse has provided prior to (a) As promptly as reasonably practicable following the date hereof all financial of this Agreement, the Company shall prepare and other file with the SEC a written information relating to Fuse that TEEE has reasonably requested (including statement containing the Fuse Financial Statements information specified in Schedule 14C under the Exchange Act and concerning the Written Consent, the Merger and the Pro Formas) for preparation of an information statement on Schedule 14C relating to the approval and adoption of the 14C Amendments and the other transactions contemplated hereby by this Agreement (as amended or supplemented, the “Information Statement”). As The Company shall provide Parent with a reasonable opportunity to review and comment on the Information Statement prior to filing. The Company shall use reasonable best efforts as promptly as reasonably practicable following the date hereof, TEEE (and Fuse shall prepare and file after consultation with the Parent) to respond to any comments made by the SEC with respect to the Information Statement. TEEE The Company shall provide Parent with a reasonable opportunity to review and comment on any responses to comments from the SEC on the Information Statement or any amendments or supplements to the Information Statement prior to the filing of such responses, amendments or supplements. The Company shall use its commercially reasonable best efforts to ensure cause the Information Statement to be mailed to the stockholders of the Company as promptly as reasonably practicable after (i) confirmation from the SEC that it has no further comments on the Information Statement or (ii) confirmation from the SEC that the Information Statement does is otherwise not contain to be reviewed. (b) Parent shall use reasonable best efforts to cooperate with the Company in the preparation of the Information Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub shall furnish to the Company the information relating to it and its Affiliates required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Information Statement or that is customarily included in information statements prepared in connection with transactions of the type contemplated by this Agreement. (c) If, at any untrue statement time prior to the Effective Time, any information relating to Parent or the Company or any of their respective Affiliates is discovered by Parent or the Company that should be set forth in an amendment or supplement to any of the Information Statement so that such document would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading, other than with respect to statements made based on the party discovering this information supplied or to be supplied in writing by Fuse specifically for inclusion therein. Fuse shall use its commercially reasonable efforts to ensure that none of the information it has supplied and will supply in writing specifically for inclusion in the Information Statement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements contained thereinshall, in light of the circumstances under which they were made, not misleading. The Parties shall cooperate with each other in connection with the preparation of the foregoing documents and the SEC’s review of such documents. TEEE and Fuse shall promptly respond to any SEC comments on the Information Statement. TEEE and Fuse shall use their commercially reasonable efforts to have the Information Statement cleared by the SEC as promptly as practicable for mailing reasonably practicable, notify the other parties to this Agreement and, to the holders of Common Stock extent required by Law, Parent and the Company shall cause an appropriate amendment or supplement describing this information, as promptly as reasonably practicable. TEEE and Fuse shall also take any and all actions , to be filed with the SEC and, to the extent required by Law, disseminated to satisfy the requirements stockholders of the Securities Act and the Exchange ActCompany.

Information Statement. Fuse has provided prior (a) The Company shall use its best efforts to file with the SEC, within ten business days after the date hereof all financial of this Agreement, an Information Statement (together with any amendment thereof or supplement thereto, the "Information Statement") prepared and other information relating to Fuse that TEEE has reasonably requested (including filed with the Fuse Financial Statements and SEC in accordance with the Pro Formas) for preparation of an information statement on Schedule 14C relating to the approval and adoption requirements of the 14C Amendments 1934 Act and promptly take all action required by Delaware Law, the Nasdaq Stock Market, Inc. and its Certificate of Incorporation and By-Laws to consummate this Agreement and the transactions contemplated hereby (hereby. The Company shall give Buyer the opportunity to comment on the Information Statement prior to its filing with the SEC and delivery to the Company's stockholders, as amended or supplemented, the “Information Statement”)applicable. As promptly soon as practicable following the date hereof, TEEE and Fuse shall prepare and file clearance with the SEC SEC, the Information Statement. TEEE Company shall use its commercially reasonable efforts to ensure that mail the Information Statement does not to its stockholders. (b) The information supplied by the Company for inclusion in the Information Statement (except to the extent such information was provided to the Company by Buyer) shall not, at the time the Information Statement is delivered to the Company's stockholders, or at the Closing Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, therein not misleading, other than with respect to statements made based on . The information supplied or to be supplied in writing by Fuse specifically for inclusion therein. Fuse shall use its commercially reasonable efforts to ensure that none of the information it has supplied and will supply in writing specifically Buyer for inclusion in the Information Statement contains (as defined below) (except to the extent such information was provided to Buyer by the Company) shall not, at the time the Information Statement is delivered to the Company's stockholders, or at the Closing Date, contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, therein not misleading. The Parties shall cooperate All documents that the Company is responsible for filing with each other the SEC in connection with the preparation of transactions contemplated herein will comply as to form and substance in all material respects with the foregoing documents and the SEC’s review of such documents. TEEE and Fuse shall promptly respond to any SEC comments on the Information Statement. TEEE and Fuse shall use their commercially reasonable efforts to have the Information Statement cleared by the SEC as promptly as practicable for mailing to the holders of Common Stock as promptly as practicable. TEEE and Fuse shall also take any and all actions required to satisfy the applicable requirements of the Securities 1933 Act and the Exchange Actrules and regulations thereunder and the 1934 Act and the rules and regulations thereunder.

Information Statement. Fuse has provided prior to On or before ninety (90) days after the date hereof all financial of this Agreement, BLBX in cooperation with Evtec, shall prepare and other information relating to Fuse that TEEE has reasonably requested (including file with the Fuse Financial Statements and the Pro Formas) for preparation of an SEC a preliminary information statement on Schedule 14C relating to the approval and adoption Stockholder Consent executed in connection with the Exchange (the definitive form of the 14C Amendments and the transactions contemplated hereby (as amended such information statement, together with any amendments thereof or supplementedsupplements thereto, the “Information Statement”). As BLBX will, reasonably promptly as practicable following the date hereofreceipt thereof, TEEE and Fuse shall prepare and file with the make available to Evtec any SEC correspondence related to the Information Statement. TEEE Each of BLBX and Evtec shall use its their commercially reasonable efforts to ensure cause the definitive Information Statement to be mailed to BLBX Stockholders as promptly as practicable after filing of the definitive Information Statement, and shall take all or any action required under any applicable federal, state, securities and other Legal Requirements in connection with the issuance of the Series B Shares in the Exchange. Each of BLBX and Evtec shall furnish all information concerning such Party, such Party’s Subsidiaries and such Party’s directors, executive officers and shareholders, as applicable, to the other parties as the other parties may reasonably request in connection with such actions and the preparation of the Information Statement. BLBX covenants and agrees that the Information Statement does (and the letter to stockholders included therewith) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements contained made therein, in light of the circumstances under which they were made, not misleading, other than with respect to statements made based on . Evtec covenants and agrees that the information supplied or by Evtec to be supplied in writing by Fuse specifically for inclusion therein. Fuse shall use its commercially reasonable efforts to ensure that none of the information it has supplied and will supply in writing specifically BLBX for inclusion in the Information Statement contains will not contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary in order to make the statements contained thereinsuch information, in light of the circumstances under which they were made, not misleading. The Parties Notwithstanding the foregoing, BLBX makes no covenant, representation or warranty with respect to statements made in the Information Statement (and the letter to stockholders included therewith), if any, based on information provided by or on behalf of Evtec or any of its Representatives for inclusion therein. If BLBX or Evtec become aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Information Statement, then such party shall promptly inform the other parties thereof and shall cooperate with each such other parties in connection filing such amendment or supplement with the preparation of the foregoing documents and the SEC’s review of SEC and, if appropriate, in mailing such documents. TEEE and Fuse shall promptly respond to any SEC comments on the Information Statement. TEEE and Fuse shall use their commercially reasonable efforts to have the Information Statement cleared by the SEC as promptly as practicable for mailing amendment or supplement to the holders of Common Stock as promptly as practicable. TEEE and Fuse shall also take any and all actions required to satisfy the requirements of the Securities Act and the Exchange ActBLBX Stockholders.

Information Statement. Fuse has provided prior to the date hereof all financial and other information relating to Fuse that TEEE has reasonably requested (including the Fuse Financial Statements and the Pro Formas) for preparation of an information statement on Schedule 14C relating to the approval and adoption of the 14C Amendments and the transactions contemplated hereby (as amended or supplemented, the “Information Statement”). As promptly as practicable following the date execution hereof, TEEE Purchaser and Fuse Company shall jointly prepare an information statement (the "Information Statement") to be issued to the holders of Company Shares who are not accredited investors. The Information Statement shall constitute a disclosure document for the offer by the Purchaser to issue the Purchaser Shares (the "Offer") to holders of Company Shares who are not accredited investors in consideration for such holders' Company Shares. Purchaser and file Company shall each use their reasonable best efforts to cause the Information Statement to comply with applicable federal, state and foreign securities Law requirements. Each of Purchaser and Company shall, and shall cause their respective Representatives to, fully cooperate with the SEC other such parties and their respective Representatives in the preparation of the Information Statement. TEEE , a letter of transmittal and related instructions for use (collectively, together with any amendments and supplements thereto, the "Offer Documents"), and Company shall use promptly provide to Purchaser such information concerning it and its commercially reasonable efforts to ensure that Affiliates, directors, officers and securityholders as Purchaser may reasonably request in connection with the preparation of the Information Statement does or the Offer Documents. Each of Purchaser and Company represents and warrants to the other that all information supplied by the same for inclusion in the Information Statement or the Offer Documents shall not at the time the Information Statement (including any amendments or supplements thereto) is first distributed to holders of Company Shares who are not accredited investors or while the Offer remains outstanding contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, other than however, that no representation or warranty is made by Purchaser or Company with respect to statements made based on information supplied or to be supplied in writing by Fuse specifically for inclusion therein. Fuse shall use its commercially reasonable efforts to ensure that none of the information it has supplied and will supply in writing specifically others for inclusion in the Information Statement contains or the Offer Documents. If at any untrue statement of a material fact time that the Offer is outstanding, any event or omits information should be discovered by Company or Purchaser which should be set forth in an amendment to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. The Parties shall cooperate with each other in connection with the preparation of the foregoing documents and the SEC’s review of such documents. TEEE and Fuse shall promptly respond to any SEC comments on the Information Statement, Company or Purchaser, as applicable, shall promptly inform the other. TEEE Each of Purchaser and Fuse shall Company agrees promptly to correct any information provided by it for use their commercially reasonable efforts to have in the Information Statement cleared by or the SEC as promptly as practicable for mailing Offer Documents if and to the holders of Common Stock as promptly as practicable. TEEE extent that it shall have become false and Fuse shall also take misleading in any and all actions required to satisfy the requirements of the Securities Act and the Exchange Actmaterial respect.

Information Statement. Fuse has provided prior to the date hereof all financial and other information relating to Fuse that TEEE has reasonably requested (including the Fuse Financial Statements and the Pro Formasa) for preparation of an information statement on Schedule 14C relating to the approval and adoption of the 14C Amendments and the transactions contemplated hereby (as amended or supplemented, the “Information Statement”). As promptly as practicable following the date hereof, TEEE and Fuse Seller shall prepare and file with the SEC as soon as practicable a preliminary information statement on Schedule 14C (the “Information Statement”) relating to the sale of the Membership Interests. The Information Statement shall comply as to form in all material respects with the applicable requirements of the Securities Act, and the Exchange Act and the respective rules and regulations thereunder. Without limiting the foregoing, the Information Statement must include the information required by Rule 14f-1 under the Exchange Act. Seller covenants, represents and warrants to Purchaser that the Information Statement, at the time filed with the SEC or other Governmental Authority, at the date mailed to Seller’s stockholders, and at the date of any written consent or meeting of Seller’s stockholders, will not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing shall not apply to the extent that any such untrue statement of a material fact or omission to state a material fact was made by Seller in reliance upon and in conformity with written information concerning Purchaser or its affiliates furnished to Seller by Purchaser or any of its affiliates expressly for inclusion in the Information Statement. (b) Purchaser shall, and shall cause its members to, (i) cooperate in the preparation of the Information Statement and (ii) furnish to Seller all information concerning it required for use in the Information Statement or any other statement, filing, notice or application made by or on behalf of Seller to any third party and/or Governmental Authority in connection with the transactions contemplated by this Agreement. TEEE Purchaser shall use its commercially reasonable efforts to ensure that assist Seller to resolve all SEC comments with respect to the Information Statement does not as promptly as practicable after receipt thereof. If Purchaser learns of any event that should be set forth in an amendment or supplement to the Information Statement, it will promptly inform Seller of such event. Purchaser covenants, represents and warrants to Seller that none of the information regarding Purchaser or any of its members, or other information supplied in writing by Purchaser specifically for inclusion or incorporation by reference in the Information Statement or any amendment thereof or supplement thereto will, at the time filed with the SEC or other Governmental Authority, at the date mailed to Seller’s stockholders, and at the date of any written consent or meeting of Seller’s stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading, other than with respect to statements made based on information supplied or to be supplied in writing by Fuse specifically for inclusion therein. Fuse shall use its commercially reasonable efforts to ensure that none of the information it has supplied and will supply in writing specifically for inclusion in the Information Statement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were are made, not misleading. The Parties shall cooperate with each Purchaser covenants, represents and warrants to Seller that the Information Statement, insofar as it relates to information regarding Purchaser or any of its members, or other information supplied in connection writing by Purchaser for inclusion therein, will comply as to form and substance in all material respects with the preparation requirements of the foregoing documents Exchange Act and the SEC’s rules and regulations promulgated thereunder. Purchaser and its members agree to provide to First South all information requested by First South as needed by First South. (c) Seller shall provide Purchaser with a reasonable opportunity to review of such documents. TEEE and Fuse shall promptly respond to any SEC comments comment on the Information StatementStatement and any amendment or supplement to the Information Statement prior to filing such with the SEC and will provide Purchaser with a reasonable number of copies of all such filings made with the SEC. (d) Seller shall, as promptly as practicable after receipt thereof, provide copies of any written comments received from the SEC with respect to the Information Statement to Purchaser and advise Purchaser of any oral comments with respect to the Information Statement received from the SEC. TEEE and Fuse Seller shall use their commercially reasonable efforts to have resolve all SEC comments with respect to the Information Statement cleared by the SEC as promptly as practicable for mailing after receipt thereof. If, at any time prior to the holders Closing Date, any event with respect to Seller, the Company, Purchaser or any of Common Stock as promptly as practicable. TEEE and Fuse shall also take any and all actions their respective affiliates should occur that is required to satisfy be described in an amendment of, or a supplement to, the requirements Information Statement, Seller shall describe such event, and such amendment shall be promptly filed with the SEC and, as required by Law, disseminated to stockholders of Seller. Seller shall advise Purchaser, promptly after it receives notice thereof, of the Securities Act and time when the Exchange ActInformation Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order or any request by the SEC for an amendment or supplement of the Information Statement or for additional information.

Information Statement. Fuse has provided prior to Promptly after the date hereof all financial and other information relating to Fuse that TEEE has reasonably requested (including the Fuse Financial Statements and the Pro Formas) for preparation execution of an information statement on Schedule 14C relating to the approval and adoption of the 14C Amendments and the transactions contemplated hereby (as amended or supplementedthis Agreement, the “Information Statement”). As promptly as practicable following the date hereof, TEEE and Fuse Company shall prepare the Information Statement and shall file the same with the SEC as soon as reasonably practicable, but in no event later than thirty (30) Business Days after the Closing Date. The Information Statement shall constitute an information circular informing the stockholders of the Company of receipt of the Stockholder Approval. Other than with respect to any information provided by or on behalf of any Purchaser, the Company will cause the Information StatementStatement to comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. TEEE The Company shall use its commercially reasonable efforts to ensure that cause the Information Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading, other than with respect to statements made based on information supplied or to be supplied in writing by Fuse specifically for inclusion therein. Fuse shall use its commercially reasonable efforts to ensure that none of the information it has supplied and will supply in writing specifically for inclusion in the Information Statement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. The Parties shall cooperate with each other in connection with the preparation of the foregoing documents and the SEC’s review of such documents. TEEE and Fuse shall promptly respond to any SEC comments on the Information Statement. TEEE and Fuse shall use their commercially reasonable efforts to have the Information Statement cleared by the SEC as promptly as practicable after its filing with the SEC. The Company will advise the Purchasers promptly after it receives oral or written notice of any request by the SEC for mailing amendment to the holders Information Statement or comments thereon and responses thereto or requests by the SEC for additional information and will promptly provide each of Common Stock the Purchasers with copies of any written communication from the SEC or any state securities commission. The Company shall use commercially reasonable efforts, after consultation with the Purchasers, to resolve all such requests or comments with respect to the Information Statement as promptly as practicablepracticable after receipt thereof. TEEE and Fuse Each Purchaser shall also take any and all actions required to satisfy cooperate with the requirements Company in the preparation of the Securities Act Information Statement and such Purchaser shall, upon request, furnish the Company with such information concerning it and its Affiliates, if any, as the Company may reasonably determine is required in connection with the preparation of the Information Statement. No filing of, or amendment or supplement to the Information Statement will be made by the Company without consulting with the Purchasers and without providing each Purchaser the opportunity to review and comment thereon. The Company shall cause the Information Statement to be mailed (or otherwise electronically provided) to the stockholders of the Company as promptly as practicable after it is permitted under the Exchange Act. The Company shall, promptly upon becoming aware of any information that would cause (i) any of the statements in the Information Statement to be false or misleading with respect to any material fact or (ii) the Information Statement to omit to state any material fact necessary to make the statements therein not false or misleading, inform each Purchaser and, upon consultation with such Purchaser, take necessary steps to correct the Information Statement. Each Purchaser shall, promptly upon becoming aware of any information furnished by it pursuant to the forth immediately preceding sentence that would cause (x) any of the statements in the Information Statement to be false or misleading with respect to any material fact or (y) the Information Statement to omit to state any material fact necessary to make the statements therein not false or misleading, inform the Company.

Information Statement. Fuse has provided prior Utix shall take all action necessary to effectuate an amendment to its Amended and Restated Certificate of Incorporation increasing the date hereof all financial number of shares of Common Stock that Utix is authorized to issue to 375,000,000 (the "AMENDMENT") and other information relating to Fuse that TEEE has reasonably requested a one-for-100 reverse split of Utix's Common Stock (including the Fuse Financial Statements and the Pro Formas"REVERSE SPLIT") for preparation of an information statement on Schedule 14C relating to the approval and adoption of the 14C Amendments and the transactions contemplated hereby (as amended or supplemented, the “Information Statement”). As promptly as practicable following practicable. In connection therewith, assuming Utix obtains the date hereofwritten consent of a majority of its shareholders, TEEE and Fuse shall Utix will promptly prepare and file with the SEC Commission an information statement and, after receiving and promptly responding to any comments of the Commission thereon, shall promptly mail such information statement to Utix's stockholders (as so mailed, the "INFORMATION STATEMENT"). Each Investor shall promptly furnish in writing to Utix such information relating to such Investor and its investment in Utix as Utix may reasonably request for inclusion in the Information Statement and, if requested, shall provide a stockholder consent to the Amendment and the Reverse Split. Utix will comply with Section 14(c) of the 1934 Act and the rules promulgated thereunder in relation to the Information Statement. TEEE , and the Information Statement shall use its commercially reasonable efforts to ensure not, on the date that the Information Statement does not (or any amendment thereof or supplement thereto) is first mailed to stockholders, or at the time that the Amendment or Reverse Split is effectuated, contain any untrue statement which, at the time and in light of a the circumstances under which it was made, is false or misleading with respect to any material fact fact, or omit which omits to state any material fact required to be stated therein or necessary in order to make the statements contained therein, therein not false or misleading or necessary to correct any statement in light of the circumstances under which they were made, not misleading, other than any earlier communication with respect to statements made based on information supplied same subject matter which has become false or misleading. If Utix should discover at any time prior to be supplied in writing by Fuse specifically for inclusion therein. Fuse shall use its commercially reasonable efforts to ensure that none the effectuation of the information it has supplied Amendment and will supply in writing specifically for inclusion in the Information Statement contains Reverse Split, any untrue statement event relating to Utix or any of a material fact their respective affiliates, officers or omits to state any material fact directors that is required to be stated therein set forth in a supplement or necessary in order amendment to make the statements contained therein, in light of the circumstances under which they were made, not misleading. The Parties shall cooperate with each other in connection with the preparation of the foregoing documents and the SEC’s review of such documents. TEEE and Fuse shall promptly respond to any SEC comments on the Information Statement. TEEE and Fuse shall use their commercially reasonable efforts to have the Information Statement cleared by the SEC as promptly as practicable for mailing , in addition to the holders of Common Stock as Utix's obligations under the 1934 Act, Utix will promptly as practicable. TEEE and Fuse shall also take any and all actions required to satisfy inform the requirements of the Securities Act and the Exchange ActInvestors thereof.

Information Statement. Fuse has provided prior to the date hereof all financial and other information relating to Fuse that TEEE has reasonably requested (including the Fuse Financial Statements and the Pro Formas) for preparation of an information statement on Schedule 14C relating to the approval and adoption of the 14C Amendments and the transactions contemplated hereby (as amended or supplemented, the “Information Statement”). As promptly as practicable following the date hereof, TEEE and Fuse shall prepare and file with the SEC the Information Statement. TEEE AQSP shall use its commercially reasonable best efforts to ensure that the Information Statement does not contain any untrue statement of a complies in all material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading, other than with respect to statements made based on information supplied or to be supplied in writing by Fuse specifically for inclusion therein. Fuse shall use its commercially reasonable efforts to ensure that none of the information it has supplied and will supply in writing specifically for inclusion in the Information Statement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. The Parties shall cooperate with each other in connection respects with the preparation of the foregoing documents and the SEC’s review of such documents. TEEE and Fuse shall promptly respond to any SEC comments on the Information Statement. TEEE and Fuse shall use their commercially reasonable efforts to have the Information Statement cleared by the SEC as promptly as practicable for mailing to the holders of Common Stock as promptly as practicable. TEEE and Fuse shall also take any and all actions required to satisfy the requirements applicable provisions of the Securities Act and Exchange Act. AQSP shall promptly provide the Company and its counsel with any comments or other communications, whether written or oral, that AQSP or its counsel may receive from the SEC or its staff with respect to the preliminary Information Statement promptly after the receipt of such comments and AQSP shall give reasonable and good faith consideration to any comments made by the Company or its counsel. AQSP shall use commercially reasonable efforts to respond to any such comments in an expeditious matter (and the Company and the Company Owners shall provide timely, reasonable cooperation to AQSP in respect of any such comments). As soon as practicable following the resolution of any such comments from the SEC, or in the event AQSP has not received any communications from the SEC regarding preliminary Information Statement within ten (10) Business Days of the filing thereof (or has been notified by the SEC that the SEC will not comment on the preliminary Information Statement), then AQSP shall promptly file a definitive Information Statement with the SEC and shall cause the Information Statement to be disseminated to AQSP’s stockholders in accordance with the Exchange Act as promptly as practicable thereafter (with the first day on which the definitive Information Statement is mailed to an AQSP stockholder being the “Mailing Date”). AQSP shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” Laws, and the rules and regulations thereunder in connection with the issuance of AQSP Common Stock in the Merger, and the Company shall furnish to AQSP all information concerning the Company as may be reasonably requested in connection with any such actions.

Information Statement. Fuse has provided prior (a) Unless this Agreement is validly terminated pursuant to the date hereof all financial and other information relating to Fuse that TEEE has reasonably requested (including the Fuse Financial Statements Section 7.1, Parent and the Pro Formas) for preparation of an information statement on Schedule 14C relating to the approval Company shall cooperate and adoption of the 14C Amendments promptly prepare, and the transactions contemplated hereby (as amended or supplemented, the “Information Statement”). As promptly as practicable following the date hereof, TEEE and Fuse shall prepare and file with the SEC the Information Statement. TEEE Company shall use its commercially reasonable efforts to ensure that file within five Business Days after the date of this Agreement (and in any event within 10 Business Days after the date of this Agreement) the Information Statement does with the SEC. The Information Statement shall contain (i) the notice of action by written consent required by Section 603 of the CCC and (ii) the notice of availability of appraisal rights and related disclosure required by Section 1301 of the CCC. (b) The Company shall cause the Information Statement to comply in all material respects as to form with the requirements of the Exchange Act, and any other applicable Law, except that the Company shall have no such obligation with respect to statements included in the Information Statement based on information supplied in writing by or on behalf of Parent or Merger Sub specifically for inclusion therein. The Company shall cause the definitive Information Statement (or any amendment or supplement thereto) that is filed with the SEC and at the time the definitive Information Statement is mailed to the shareholders of the Company, to not (i) contain any untrue statement of a material fact or (ii) omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were are made, not misleading, other than except that the Company shall have no such obligation with respect to statements made included in the Information Statement based on information supplied or to be supplied in writing by Fuse or on behalf of Parent or Merger Sub specifically for inclusion therein. Fuse The Company shall use its commercially reasonable best efforts to ensure that none of the information it has supplied and will supply in writing specifically for inclusion in resolve all SEC comments with respect to the Information Statement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. The Parties shall cooperate with each other in connection with the preparation of the foregoing documents as promptly as reasonably practicable after receipt thereof and the SEC’s review of such documents. TEEE and Fuse shall promptly respond to any SEC comments on the Information Statement. TEEE and Fuse shall use their commercially reasonable efforts to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable for mailing after such filing. (c) No amendment or supplement to the holders Information Statement shall be made by Company without the reasonable advance notice to Parent. The Company shall promptly provide notice to Parent of Common Stock as any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence. The Company shall consider in good faith any comments of Parent prior to submitting any response letters or other correspondence to the SEC. The Company shall (i) provide Parent with reasonable prior notice of any scheduled telephone calls between the Company or its Representatives and the SEC, and (ii) use its reasonable best efforts to allow Parent or its Representatives to participate in all such telephone calls. (d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, the Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as practicable. TEEE and Fuse shall also take any and all actions required to satisfy reasonably practicable after the requirements Information Statement has been cleared by the SEC or promptly after 10 days have passed since the date of filing of the Securities Act and preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, the Company shall file with the SEC the Information Statement in definitive form as contemplated by Rule 14c-2 promulgated under the Exchange ActAct substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy of the Information Statement to Company’s shareholders of record in accordance with Sections 603 and 1301 of the CCC. In the event that the Information Statement is not cleared by the SEC within 10 days of the date of the Shareholder Written Consent, the Company shall mail a preliminary notice to Company’s shareholders in order to comply with Sections 603 and 1301 of the CCC with respect to the Shareholder Written Consent (the “Preliminary Notice”). The Preliminary Notice shall contain (i) the notice of action by written consent required by Section 603 of the CCC and (ii) the notice of availability of appraisal rights and related disclosure required by Section 1301 of the CCC, and shall otherwise comply in all material respects with applicable Law.

Information Statement. Fuse has provided prior to (a) As promptly as practicable following the date hereof all financial due execution and other information relating to Fuse that TEEE has reasonably requested (including delivery of the Fuse Financial Statements Merger Consent, the Company shall prepare, and Parent and Merger Sub shall cooperate with the Pro Formas) for Company in preparation of of, an information statement on Schedule 14C of the type contemplated by Rule 14c—2 under the Exchange Act relating to the approval Merger and adoption of the 14C Amendments and the transactions contemplated hereby this Agreement (as amended such information statement, including any amendment or supplementedsupplement thereto, the “Information Statement”). As The Information Statement shall also contain (i) the notice of action by written consent required by Section 228(e) of the DGCL and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL. Without limiting the generality of the foregoing, each of Parent and Merger Sub will promptly as practicable following furnish to the date hereof, TEEE Company the information relating to it that is required by the Exchange Act and Fuse shall prepare the rules and file with the SEC regulations promulgated thereunder to be set forth in the Information Statement, that is customarily included in information statements prepared in connection with transactions of the type contemplated by this Agreement or that is reasonably requested by the Company. TEEE shall use its commercially reasonable efforts The Company agrees that at the date of mailing to ensure that stockholders of the Company, the Information Statement does not will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. (b) Each of Parent and Merger Sub agree that none of the information supplied by it or any of its respective Subsidiaries for inclusion or incorporation by reference in the Information Statement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading, other than with respect to statements made based on information supplied or to be supplied in writing by Fuse specifically for inclusion therein. Fuse shall use its commercially reasonable efforts to ensure that none of the information it has supplied and will supply in writing specifically for inclusion in the Information Statement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. The Parties Company shall cooperate with each other in connection with the preparation reasonably promptly notify Parent of the foregoing documents receipt of all comments of the SEC with respect to the Information Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC’s review of such documents. TEEE and Fuse shall promptly respond SEC with respect to any SEC comments on the Information Statement. TEEE and Fuse The Company shall use their commercially its reasonable best efforts (with the assistance of Parent) to have promptly provide responses to the SEC with respect to all comments received on the Information Statement cleared by from the SEC as and the Company shall cause the definitive Information Statement to be mailed promptly as practicable for after the date the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Information Statement. (c) Subject to applicable Law, notwithstanding anything to the holders of Common Stock as promptly as practicable. TEEE and Fuse shall also take contrary stated above, prior to filing or mailing the Information Statement or filing any and all actions other required filings (or, in each case, any amendment or supplement thereto) or responding to satisfy the requirements any comments of the Securities Act SEC with respect thereto, to the fullest extent reasonably practicable the Company shall provide Parent with an opportunity to review and the Exchange Actcomment on such document or response and shall in good faith consider for inclusion in such document or response comments reasonably proposed by Parent.

Information Statement. Fuse has provided prior (a) Brenham and AIC shall cooperate to prepare and shall use their reasonable best efforts to cause Brenham to file with the date hereof all financial and other information relating to Fuse that TEEE has reasonably requested SEC as soon as practicable an Information Statement (including the Fuse Financial Statements and the Pro Formas) for preparation of an information statement on Schedule 14C relating to the approval and adoption of the 14C Amendments and the transactions contemplated hereby (as amended or supplemented, the “Information Statement”). As promptly as practicable following , and in any event, within 30 days of the date hereof, TEEE with respect to the approval of the stockholders of Brenham in connection with this Agreement and Fuse shall prepare and file the transactions contemplated hereby. The respective parties will cause the Information Statement to comply as to form in all material respects with the SEC Applicable Laws. Each of Brenham and AIC shall use its reasonable best efforts to have the Information Statement effective as promptly as practicable to consummate the Merger and the transactions contemplated hereby. Brenham and AIC shall use their reasonable best efforts to cause Brenham to obtain, prior to the effective date of the Information Statement. TEEE , all necessary state or foreign securities law, permits or approvals required to carry out the transactions contemplated by this Agreement. (b) Brenham shall use its commercially reasonable efforts to ensure that cause the Information Statement does to be mailed to its stockholders as promptly as practicable after the Information Statement is declared effective by the SEC. (c) Each of Brenham and AIC agree that the information provided by it for inclusion in the Information Statement and each amendment or supplement thereto, at the time of mailing thereof and at the time of the meeting of stockholders of Brenham, or, in the case of information provided by it for inclusion in the Information Statement or any amendment or supplement thereto, at the time it is filed or becomes effective, will not contain any include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. (d) Each of Brenham and AIC further agrees that if it shall become aware, other than with respect prior to statements made based on the time of Brenham’s stockholders’ meeting, of any information supplied or to be supplied in writing by Fuse specifically for inclusion therein. Fuse shall use its commercially reasonable efforts to ensure that none would cause any of the information it has supplied and will supply in writing specifically for inclusion statements in the Information Statement contains to be false or misleading with respect to any untrue statement of a material fact fact, or omits to omit to state any material fact required to be stated therein or necessary in order to make the statements contained thereinmade therein not false or misleading, in light to promptly inform the other party thereof and to take the necessary steps to correct the Information Statement. (e) Brenham and AIC will advise each other, promptly after Brenham or AIC, as the case may be, receives notice thereof, of the circumstances under which they were madetime when the Information Statement has become effective or any supplement or amendment has been filed, not misleading. The Parties shall cooperate with or of any request by the SEC for the amendment or supplement of the Information Statement or the Information Statement or comments thereon and responses thereto or requests by the SEC for additional information. (f) Brenham and AIC will promptly provide each other copies of all written correspondence received from the SEC and summaries of all oral comments received from the SEC in connection with the preparation transactions contemplated by this Agreement. Brenham and AIC will promptly provide each other with drafts of all correspondence intended to be sent to the foregoing documents SEC in connection with the transactions contemplated by this Agreement and allow each such party the reasonable opportunity to comment thereon prior to delivery to the SEC’s review of such documents. TEEE and Fuse shall promptly respond to any SEC comments on the Information Statement. TEEE and Fuse shall use their commercially reasonable efforts to have the Information Statement cleared by the SEC as promptly as practicable for mailing to the holders of Common Stock as promptly as practicable. TEEE and Fuse shall also take any and all actions required to satisfy the requirements of the Securities Act and the Exchange Act.

Information Statement. Fuse has provided prior to (i) As promptly as reasonably practicable after the date hereof all financial hereof, the Company shall prepare and other file with the SEC a written information relating to Fuse that TEEE has reasonably requested statement of the type contemplated by Rule 14c-2 of the Exchange Act containing: (including A) the Fuse Financial Statements information specified in Schedule 14C under the Exchange Act concerning the Written Consent and the Pro FormasMerger, (B) for preparation the notice of an information statement on Schedule 14C relating to the approval and adoption action by written consent required by Section 228(e) of the 14C Amendments DGCL, and (C) the transactions contemplated hereby notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL (as amended or supplementedsupplemented from time to time, the “Information Statement”). As promptly as practicable following the date hereof, TEEE and Fuse . (ii) The Company shall prepare and file provide Parent with the SEC the Information Statement. TEEE shall use its commercially reasonable efforts to ensure that a draft of the Information Statement does not (and any amendment or supplement thereto) prior to filing with the SEC. Parent shall provide the Company with all information concerning Parent, Merger Sub and their affiliates as may be reasonably requested by the Company and is customarily included in an information statement. Each of the Company, Parent and Merger Sub shall promptly correct any information with respect to it or provided by it for use in the Information Statement if and to the extent, in the absence of such a correction, the Information Statement would contain any untrue statement a misstatement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading, and the Company shall disseminate such correction to the stockholders of the Company in an amendment or supplement and to cause such amendment or supplement to be filed with the SEC. The Company shall notify Parent promptly in writing upon the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Information Statement and shall promptly supply Parent with copies of all such comments, requests and any other than written correspondence between the Company or any of its Representatives, on the one hand, and the SEC, on the other hand, with respect to statements made based on information supplied or to be supplied in writing by Fuse specifically for inclusion thereinthe Information Statement. Fuse The Company shall use its commercially reasonable best efforts to ensure that none of respond as promptly as reasonably practicable to any comments received from the information it has supplied and will supply in writing specifically for inclusion in SEC concerning the Information Statement contains any untrue statement of a material fact or omits and to state any material fact required resolve such comments with the SEC and cause the Information Statement to be stated therein or necessary filed with the SEC in order definitive form as contemplated by Rule 14c-5 under the Exchange Act, and shall use its reasonable best efforts to make cause the statements contained therein, Information Statement to be disseminated in light its definitive form to the stockholders of the circumstances under which they were made, not misleading. The Parties shall cooperate with each other in connection with Company as promptly as reasonably practicable after the preparation first to occur of (A) confirmation from the foregoing documents and the SEC’s review of such documents. TEEE and Fuse shall promptly respond to any SEC that it has no further comments on the Information Statement. TEEE and Fuse shall use their commercially reasonable efforts to have , (B) confirmation from the SEC that the Information Statement cleared by is otherwise not to be reviewed or (C) expiration of the 10-day period after filing the preliminary Information Statement in the event the SEC as promptly as practicable for mailing to does not review the holders Information Statement. If Parent, Merger Sub or any of Common Stock as promptly as practicable. TEEE and Fuse shall also take any and all actions their respective affiliates is required to satisfy file any other document with the requirements of SEC in connection with this Agreement or the Securities Act Transactions, Parent shall provide the Company with a reasonable opportunity to review and the Exchange Actto propose comments on any such document, which Parent shall consider in good faith.

Information Statement. Fuse has provided prior to the date hereof all financial CyberGuard and other information relating to Fuse that TEEE has reasonably requested SnapGear shall cooperate and promptly prepare an Information Statement/Private Placement Memorandum (including the Fuse Financial Statements and the Pro Formas) for preparation of an information statement on Schedule 14C relating to the approval and adoption of the 14C Amendments and the transactions contemplated hereby (as amended or supplemented, the “Information Statement/Private Placement Memorandum”). As promptly ) with respect to the CyberGuard Common Stock and cash consideration issuable in the Merger, a portion of which Information Statement/Private Placement Memorandum shall also serve as practicable following the date hereof, TEEE and Fuse shall prepare and file information statement with respect to the solicitation of consents of the stockholders of SnapGear in connection with the SEC Merger. The respective parties will cause the Information Statement/Private Placement Memorandum to comply as to form in all material respects with the applicable provisions of the Securities Act and the rules and regulations thereunder. TEEE CyberGuard shall use its commercially reasonable best efforts to ensure obtain all necessary state securities law or “Blue Sky” permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. CyberGuard agrees that none of the information supplied or to be supplied by CyberGuard for inclusion in the Information Statement does not Statement/Private Placement Memorandum and each amendment or supplement thereto, at the time of mailing thereof and at the time of the consent of stockholders of SnapGear, will contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading, other than with respect to statements made based on information supplied or to be supplied in writing by Fuse specifically for inclusion therein. Fuse shall use its commercially reasonable efforts to ensure that none of the information it has supplied and will supply in writing specifically for inclusion in the Information Statement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. The Parties shall cooperate with each other in connection with the preparation SnapGear agrees that none of the foregoing documents and the SEC’s review of such documents. TEEE and Fuse shall promptly respond information supplied or to any SEC comments on be supplied by SnapGear for inclusion in the Information Statement/Private Placement Memorandum and each amendment or supplement thereto, at the time of mailing thereof and at the time of the consent of stockholders of SnapGear, will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. TEEE For purposes of the foregoing, it is understood and Fuse shall use their commercially reasonable efforts agreed that information concerning or relating to CyberGuard will be deemed to have been supplied by CyberGuard and information concerning or relating to SnapGear will be deemed to have been supplied by SnapGear. No amendment or supplement to the Information Statement cleared Statement/Private Placement Memorandum shall be made by CyberGuard or SnapGear without the SEC as promptly as practicable for mailing to the holders of Common Stock as promptly as practicable. TEEE and Fuse shall also take any and all actions required to satisfy the requirements approval of the Securities Act other party; provided, that either party may amend or supplement the Information Statement/Private Placement Memorandum if, upon advice of counsel, failure to do so would result in the Information Statement/Private Placement Memorandum containing false and the Exchange Actmisleading information.

Information Statement. Fuse has provided prior to (a) As promptly as practicable following the date hereof all financial due execution and other information relating to Fuse that TEEE has reasonably requested (including delivery of the Fuse Financial Statements Merger Consent, the Company shall prepare, and Parent and Merger Sub shall cooperate with the Pro Formas) for Company in preparation of of, an information statement on Schedule 14C of the type contemplated by Rule 14c–2 under the Exchange Act relating to the approval Merger and adoption of the 14C Amendments and the transactions contemplated hereby this Agreement (as amended such information statement, including any amendment or supplementedsupplement thereto, the “Information Statement”). As The Information Statement shall also contain (i) the notice of action by written consent required by Section 228(e) of the DGCL and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL. Without limiting the generality of the foregoing, each of Parent and Merger Sub will promptly as practicable following furnish to the date hereof, TEEE Company the information relating to it that is required by the Exchange Act and Fuse shall prepare the rules and file with the SEC regulations promulgated thereunder to be set forth in the Information Statement, that is customarily included in information statements prepared in connection with transactions of the type contemplated by this Agreement or that is reasonably requested by the Company. TEEE shall use its commercially reasonable efforts The Company agrees that at the date of mailing to ensure that stockholders of the Company, the Information Statement does not will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. (b) Each of Parent and Merger Sub agree that none of the information supplied by it or any of its respective Subsidiaries for inclusion or incorporation by reference in the Information Statement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading, other than with respect to statements made based on information supplied or to be supplied in writing by Fuse specifically for inclusion therein. Fuse shall use its commercially reasonable efforts to ensure that none of the information it has supplied and will supply in writing specifically for inclusion in the Information Statement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. The Parties Company shall cooperate with each other in connection with the preparation reasonably promptly notify Parent of the foregoing documents receipt of all comments of the SEC with respect to the Information Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC’s review of such documents. TEEE and Fuse shall promptly respond SEC with respect to any SEC comments on the Information Statement. TEEE and Fuse The Company shall use their commercially its reasonable best efforts (with the assistance of Parent) to have promptly provide responses to the SEC with respect to all comments received on the Information Statement cleared by from the SEC as and the Company shall cause the definitive Information Statement to be mailed promptly as practicable for after the date the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Information Statement. (c) Subject to applicable Law, notwithstanding anything to the holders of Common Stock as promptly as practicable. TEEE and Fuse shall also take contrary stated above, prior to filing or mailing the Information Statement or filing any and all actions other required filings (or, in each case, any amendment or supplement thereto) or responding to satisfy the requirements any comments of the Securities Act SEC with respect thereto, to the fullest extent reasonably practicable the Company shall provide Parent with an opportunity to review and the Exchange Actcomment on such document or response and shall in good faith consider for inclusion in such document or response comments reasonably proposed by Parent.

Information Statement. Fuse has provided prior Seller shall use its reasonable best efforts to prepare and shall cause to be filed with the date hereof all financial and other information relating to Fuse that TEEE has reasonably requested (including the Fuse Financial Statements and the Pro Formas) for preparation of an information statement on Schedule 14C relating to the approval and adoption of the 14C Amendments and the transactions contemplated hereby (SEC as amended or supplemented, the “Information Statement”). As promptly as practicable following the date hereofof this Agreement a preliminary information statement on Schedule 14C (together with any amendments thereof or supplements thereto, TEEE and Fuse shall prepare and file with the SEC the “Preliminary Information Statement”) disclosing that a majority of Seller’s stockholders has, by written consent in lieu of a meeting, adopted and approved this Agreement, the Ancillary Documents, and the transactions contemplated hereby and thereby. TEEE Seller shall include in the Preliminary Information Statement the text of this Agreement and each Ancillary Document, and shall use its all commercially reasonable efforts to ensure that respond as promptly as practicable to any comments by the SEC staff in respect of the Preliminary Information Statement. Seller shall share any such comments by the SEC staff with Buyer promptly upon receipt and, in any case, prior to responding to such comments, and shall also share its proposed responses to such comments with Buyer in advance of submitting them to the SEC Staff. Seller shall in good faith consider any comments on any such proposed response provided by ▇▇▇▇▇. Seller shall file a definitive information statement on Schedule 14C (together with any amendments thereof or supplements thereto, the “Definitive Information Statement”) as soon as it is reasonably practicable to do so in compliance with the Exchange Act and shall distribute the same to Seller’s stockholders in compliance with the Exchange Act. None of the information included in the Preliminary Information Statement does not or the Definitive Information Statement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, other than however, that no covenant or representation is hereby made by Seller with respect to statements made based on any information supplied regarding Buyer, its operations, business, directors, officers, or to be supplied in writing by Fuse specifically for inclusion thereinstockholders. Fuse shall use its commercially reasonable efforts to ensure that none Each of the information it has supplied and will supply in writing specifically for inclusion in the Preliminary Information Statement contains any untrue statement of a and the Definitive Information Statement will comply as to form in all material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. The Parties shall cooperate with each other in connection respects with the preparation provisions of the foregoing documents and the SEC’s review of such documents. TEEE and Fuse shall promptly respond to any SEC comments on the Information Statement. TEEE and Fuse shall use their commercially reasonable efforts to have the Information Statement cleared by the SEC as promptly as practicable for mailing to the holders of Common Stock as promptly as practicable. TEEE and Fuse shall also take any and all actions required to satisfy the requirements of the Securities Act and the Exchange Act.