Common use of Information Statement Clause in Contracts

Information Statement. As promptly as practicable after the execution of this Agreement, Seller shall take all action necessary in accordance with Nevada Law, its Articles of Incorporation and Bylaws and the Exchange Act to solicit a majority of the stockholders of Seller to act by written consent to approve this Agreement and the Sale. Thereafter, Seller shall as promptly as practicable prepare and file with the SEC an information statement to be delivered to the stockholders of Seller in connection with the Sale (the “Information Statement”). Each Buyer shall promptly provide to Seller all information concerning its business and financial statements and affairs as reasonably may be required or appropriate for inclusion in the Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with Seller’s counsel and auditors in the preparation of the Information Statement. Seller shall promptly respond to any comments of the SEC, and shall use its best reasonable efforts to have the Information Statement cleared by the SEC as promptly as practicable after such filing. Seller shall cause the Information Statement to be mailed to its stockholders at the earliest practicable time after it is cleared by the SEC. As promptly as practicable after the date of this Agreement, Seller and each Buyer shall prepare and file any other filings required to be filed by it under the Exchange Act, the Securities Act or any other Federal, foreign, state “blue sky” or related laws relating to the Sale and the transactions contemplated by this Agreement (the “Other Filings”). Seller shall promptly supply upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Information Statement or any Other Filing, or for additional information and shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Information Statement, the Sale or any Other Filing. Seller and each Buyer shall cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 7.1(a) to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Information Statement or any Other Filing, Seller or any Buyer, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to the stockholders of Seller and any Buyer, such amendment or supplement.

Information Statement. As promptly as practicable after (a) In the execution event the American Stockholders Meeting is not required because Mergeparty shall have delivered to American valid written consents of this Agreementstockholders constituting the Required Vote, Seller then American shall take all action necessary in accordance with Nevada Law, its Articles of Incorporation and Bylaws and the Exchange Act to solicit a majority of the stockholders of Seller to act by written consent to approve this Agreement and the Sale. Thereafter, Seller shall as promptly as practicable prepare and file with the SEC Commission as soon as is reasonably practicable after the date hereof an information statement (the "Information Statement") complying with applicable rules and regulations of the Commission and the DCL. Mergeparty and American shall promptly furnish to the other all information, and take such other actions, as may reasonably be requested in connection with any action taken to comply with the provisions of this Section 6.6. (b) Each of American and Mergeparty shall correct promptly any information provided by it to be delivered used specifically in the Information Statement that shall have become false or misleading in any material respect and shall take all steps necessary to file with the Commission and have cleared by the Commission any amendment or supplement to the Information Statement so as to correct such Information Statement and cause it to be disseminated to the stockholders of Seller in connection with American, to the Sale (extent required by Applicable Law. Without limiting the “Information Statement”). Each Buyer shall promptly provide to Seller all information concerning its business and financial statements and affairs as reasonably may be required or appropriate for inclusion in the Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with Seller’s counsel and auditors in the preparation generality of the Information Statement. Seller foregoing, American shall notify Mergeparty promptly respond to any of the receipt of the comments of the SEC, and shall use its best reasonable efforts to have the Information Statement cleared by the SEC as promptly as practicable after such filing. Seller shall cause the Information Statement to be mailed to its stockholders at the earliest practicable time after it is cleared by the SEC. As promptly as practicable after the date of this Agreement, Seller and each Buyer shall prepare and file any other filings required to be filed by it under the Exchange Act, the Securities Act or any other Federal, foreign, state “blue sky” or related laws relating to the Sale and the transactions contemplated by this Agreement (the “Other Filings”). Seller shall promptly supply upon the receipt of any comments from the SEC or its staff or any other government officials Commission and of any request by the SEC or its staff or any other government officials Commission for amendments or supplements to the Information Statement or any Other FilingStatement, or for additional information information, and shall supply the other Mergeparty with copies of all correspondence between such party it or any of its representatives, on the one hand, and the SEC Commission or members of its staff or any other government officialsstaff, on the other hand, with respect to the Information Statement, the Sale or any Other Filing. Seller and each Buyer shall cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 7.1(a) to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs that is required to which should be set forth described in an amendment or a supplement to the Information Statement or any Other FilingStatement, Seller or any BuyerAmerican shall, as the case may be, shall promptly inform the other upon learning of such occurrence event, promptly prepare, file and cooperate in filing clear with the SEC or its staff or any other government officials, and/or mailing Commission and mail to the stockholders of Seller and any Buyer, American such amendment or supplement; provided, however, that, prior to such mailing, (i) American shall consult with Mergeparty with respect to such amendment or supplement, (ii) shall afford Mergeparty reasonable opportunity to comment thereon, and (iii) each such amendment or supplement shall be reasonably satisfactory to Mergeparty. (c) In the event American shall be required to call the American Stockholders Meeting pursuant to Section 6.5 hereof, all references to the Information Statement in this Agreement shall be deemed to be references to the Proxy Statement.

Information Statement. (i) As promptly as reasonably practicable (but no later than 30 days) after the execution of this AgreementNo-Shop Period Start Date, Seller the Company shall take all action necessary in accordance with Nevada Law, its Articles of Incorporation and Bylaws and the Exchange Act to solicit a majority of the stockholders of Seller to act by written consent to approve this Agreement and the Sale. Thereafter, Seller shall as promptly as practicable prepare and file with the SEC an a written information statement of the type contemplated by Rule 14c-2 of the Exchange Act containing (i) the information specified in Schedule 14C under the Exchange Act concerning the Written Consent and the Merger, (ii) the notice of action by written consent required by Section 228(e) of the DGCL and (iii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL (as amended or supplemented from time to be delivered to the stockholders of Seller in connection with the Sale (time, the “Information Statement”). Each Buyer Parent shall promptly provide to Seller the Company with all information concerning its business Parent and financial statements and affairs Merger Sub as reasonably may be required or appropriate for inclusion reasonably requested by the Company in connection with the preparation, filing and distribution of the Information Statement, or in any amendments or supplements thereto, Statement and to cause its counsel shall otherwise assist and auditors to cooperate with Seller’s counsel and auditors the Company in the preparation of the Information StatementStatement and the resolution of any comments thereto received from the SEC. Seller Each of the Company, Parent and Merger Sub shall promptly respond correct any information with respect to any comments of the SEC, and shall it or provided by it for use its best reasonable efforts to have in the Information Statement cleared by if and to the SEC as promptly as practicable after extent, in the absence of such filing. Seller shall cause a correction, the Information Statement would contain a misstatement of a material fact or omit to be mailed state a material fact necessary to its stockholders at make the earliest practicable time after it is cleared by statements therein, in light of the SEC. As promptly as practicable after circumstances under which they were made, not misleading, and the date of this Agreement, Seller and each Buyer Company shall prepare and file any other filings required to be filed by it under the Exchange Act, the Securities Act or any other Federal, foreign, state “blue sky” or related laws relating disseminate such correction to the Sale and stockholders of the transactions contemplated by this Agreement (the “Other Filings”)Company in an amendment or supplement. Seller The Company shall notify Parent promptly supply upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Information Statement or any Other Filing, or for additional information and shall promptly supply the other Parent with copies of all such comments, requests and any other written correspondence between such party the Company or any of its representativesRepresentatives, on the one hand, and the SEC or its staff or any other government officialsSEC, on the other hand, with respect to the Information Statement, . The Company shall use its reasonable efforts to respond as promptly as reasonably practicable to any comments received from the Sale or any Other Filing. Seller SEC concerning the Information Statement and each Buyer shall cause all documents that it is responsible for filing to resolve such comments with the SEC and cause the Information Statement to be filed with the SEC in definitive form as contemplated by Rule 14c-2 under the Exchange Act, and shall use its reasonable efforts to cause the Information Statement to be disseminated to its stockholders as promptly as reasonably practicable after the first to occur of (i) confirmation from the SEC that it has no further comments on the Information Statement, (ii) confirmation from the SEC that the Information Statement is otherwise not to be reviewed or other regulatory authorities under this Section 7.1(a(iii) expiration of the 10-day period after filing in the event the SEC does not review the Information Statement. Prior to the filing of the Information Statement (or any amendment or supplement thereto) or any dissemination thereof to the stockholders of the Company, or responding to any comments from the SEC with respect thereto, the Company shall provide Parent and its counsel with a reasonable opportunity to review and to comment on such document or response and the Company shall consider in good faith all comments reasonably proposed by Parent. (ii) The Company agrees that the Information Statement will comply as to form in all material respects with all applicable the requirements of law the Exchange Act and that, at the rules and regulations promulgated thereunder. Whenever time it is filed with the SEC, at the time it is first mailed to the holders of shares of Company Common Stock or at the time of any event occurs that is amendment or supplement thereof, the Information Statement will not contain any untrue statement of a material fact or omit to state a material fact required to be set forth stated therein or necessary in an amendment order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect to statements included or supplement to incorporated by reference in the Information Statement based on information supplied by or any Other Filingon behalf of Parent or Merger Sub for inclusion or incorporation by reference therein. Parent agrees that none of the information supplied or to be supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in the Information Statement will, Seller or any Buyer, as at the case may be, shall promptly inform the other of such occurrence and cooperate in filing time it is filed with the SEC or its staff at the time it is first mailed to the holders of shares of Company Common Stock, contain any untrue statement of a material fact or any other government officialsomit to state a material fact required to be stated therein or necessary in order to make the statements therein, and/or mailing in light of the circumstances under which they are made, not misleading. (iii) The Company shall use reasonable best efforts to cause the Information Statement to be (i) filed with the SEC in definitive form as contemplated by Rule 14c-2 under the Exchange Act and (ii) mailed to the stockholders of Seller the Company, in each case as promptly as practicable after, and in any Buyerevent within three (3) days after, such amendment the latest of (A) confirmation from the SEC that it has no further comments on the Information Statement, (B) confirmation from the SEC that the Information Statement is otherwise not to be reviewed or supplement(C) expiration of the ten (10) day period after filing in the event the SEC does not review the Information Statement.

Information Statement. (a) As promptly soon as practicable after the execution of this Agreementdate hereof, Seller (i) Transferor will prepare the Information Statement, which shall take be satisfactory in form and substance to Acquirer, and disseminate the Information Statement to Transferor’s equityholders, and (ii) Transferor will make, or will assist Acquirer in making, all action necessary in accordance with Nevada Law, its Articles of Incorporation and Bylaws and the Exchange Act to solicit a majority of the stockholders of Seller to act by written consent to approve this Agreement and the Sale. Thereafter, Seller shall as promptly as practicable prepare and file with the SEC an information statement to be delivered to the stockholders of Seller state securities laws or “blue sky” filings which are required in connection with the Sale Consideration Distribution. Acquirer shall be responsible for providing the Acquirer Information to Transferor. (b) Subject to Acquirer’s review and approval, Transferor will cause the “Information Statement”). , at the time it is disseminated to Transferor’s equityholders, to comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act; provided, however, that Transferor shall have no responsibility with respect to the accuracy or completeness of the Acquirer Information. (c) Each Buyer shall promptly provide of Acquirer, solely with respect to Seller the Acquirer Information, and Transferor, with respect to all other information concerning its business and financial statements and affairs as reasonably may be required or appropriate for inclusion in the Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with Seller’s counsel and auditors in the preparation of the Information Statement. Seller shall promptly respond to any comments of the SEC, and shall agrees that it will use its best reasonable efforts Commercially Reasonable Efforts to have ensure that the Information Statement cleared by the SEC as promptly as practicable after such filing. Seller shall cause the Information Statement to be mailed to its stockholders (at the earliest practicable time after it is cleared by disseminated to Transferor’s equityholders and on the SEC. As promptly as practicable after the date Closing Date) will not contain an untrue statement of this Agreement, Seller and each Buyer shall prepare and file any other filings a material fact or omit to state a material fact required to be filed by it under stated therein or necessary to make the Exchange Actstatements therein not misleading. If, the Securities Act or at any other Federal, foreign, state “blue sky” or related laws relating time prior to the Sale and the transactions contemplated by this Agreement (the “Other Filings”). Seller shall promptly supply upon the receipt of Closing Date, any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Information Statement or any Other Filing, or for additional information and shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, event with respect to Transferor or Acquirer, or with respect to information included in the Information Statement, the Sale or any Other Filing. Seller occurs and each Buyer shall cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 7.1(a) to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any such event occurs that is required to be set forth described in an amendment or supplement to the Information Statement Statement, Transferor or any Other Filing, Seller or any Buyer, as the case may be, shall Acquirer will promptly inform notify the other party of such occurrence and cooperate in filing will prepare (with the SEC or its staff or any cooperation of the other government officials, and/or mailing to the stockholders of Seller and any Buyer, party) such amendment or supplementsupplement and disseminate such amendment or supplement to Transferor’s equityholders. (d) Neither the Information Statement nor any amendment or supplement thereto will be disseminated to Transferor’s equityholders without the approval of both Transferor and Acquirer.

Information Statement. As promptly as practicable after the execution of this AgreementPICA, Seller with PRA’s assistance at PICA’s reasonable request, shall take all action necessary in accordance with Nevada Law, its Articles of Incorporation and Bylaws and the Exchange Act to solicit a majority of the stockholders of Seller to act by written consent to approve this Agreement and the Sale. Thereafter, Seller shall as promptly as practicable prepare and file with the SEC an information statement provide to be delivered to the stockholders of Seller Eligible Members, in connection with the Sale solicitation of approval of the Plan of Conversion, an information statement relating to the Plan of Conversion and the Sale, including a copy of the Plan of Conversion (the “Information Statement”). Each Buyer shall promptly provide ) and use commercially reasonable efforts to Seller all obtain and furnish the information concerning its business required to be included by state and financial statements and affairs as reasonably may be required or appropriate for inclusion in the Information Statementfederal law, or in any amendments or supplements theretoincluding 215 ILCS 5/59.1, and to cause its counsel and auditors to cooperate with Seller’s counsel and auditors in obtain the preparation approval of the Director of the Division for the Information Statement. Seller shall promptly respond Each of PICA and PRA agrees that the information provided and to any comments of be provided by PICA or PRA, as the SECcase may be, and shall specifically for use its best reasonable efforts to have in the Information Statement cleared by the SEC as promptly as practicable after such filing. Seller shall cause the Information Statement to be mailed to its stockholders at the earliest practicable time after it is cleared by the SEC. As promptly as practicable after the date of this Agreement, Seller and each Buyer shall prepare and file any other filings required to be filed by it under the Exchange Act, the Securities Act or any other Federal, foreign, state “blue sky” or related laws relating to the Sale and the transactions contemplated by this Agreement (the “Other Filings”). Seller shall promptly supply upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Information Statement or any Other Filing, or for additional information and shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff or any other government officials, on the other handnot, with respect to the information supplied by such party (i) on the date upon which the Information StatementStatement is mailed to Eligible Members, (ii) on the Sale date of the public hearing before the Director in respect of the Plan of Conversion, if any or (iii) on the last date on which Eligible Members are entitled to vote on the Proposal, contain any Other Filing. Seller and each Buyer shall cause all documents that it is responsible for filing with the SEC untrue statement of a material fact or other regulatory authorities under this Section 7.1(a) omit to comply in all state any material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs that is fact required to be set forth stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No less than three days prior to the filing of the Information Statement with the Director of the Division, PICA shall provide PRA a draft of the Information Statement and an opportunity to comment on such draft; provided, however, that PICA shall have the right to accept or reject any such comments in its sole discretion. Each of PRA and PICA agrees to correct as promptly as practicable any such information provided by it that shall have become false or misleading in any material respect and to take all steps necessary to furnish to the Director and obtain the approval of the Director for any amendment or supplement to the Information Statement or any Other Filing, Seller or any Buyer, so as to correct the case may be, shall promptly inform same and to cause the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing Information Statement as so corrected to be disseminated to Eligible Members to the stockholders of Seller and any Buyer, such amendment extent required by or supplementadvisable under Applicable Law.

Information Statement. As promptly as reasonably practicable after following the execution date of this Agreement, Seller APTI and CCHI shall take all action necessary cooperate in accordance with Nevada Law, its Articles of Incorporation preparing and Bylaws and the Exchange Act shall cause to solicit a majority of the stockholders of Seller to act by written consent to approve this Agreement and the Sale. Thereafter, Seller shall as promptly as practicable prepare and file be filed with the SEC an information statement a mutually acceptable Information Statement, pursuant to be delivered to Section 14(c) of the stockholders Securities and Exchange Act of Seller in connection with the Sale 1934, (the “Information Statement”). Each Buyer shall promptly provide to Seller all information concerning its business of APTI and financial statements and affairs as reasonably may be required or appropriate for inclusion in the Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with Seller’s counsel and auditors in the preparation of the Information Statement. Seller shall promptly respond to any comments of the SEC, and CCHI shall use its reasonable best reasonable efforts to have the Information Statement cleared by the SEC SEC. Each of APTI and CCHI shall, as promptly as practicable after receipt thereof, provide the other parties with copies of any written comments, and advise each other of any oral comments, with respect to the Information Statement received from the SEC. APTI and CCHI shall cooperate and provide the other parties with a reasonable opportunity to review and comment on any amendment or supplement to the Information Statement prior to filing such filingwith the SEC, and each will provide each other party with a copy of all such filings made with the SEC. Seller Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Information Statement shall be made without the approval of both APTI and CCHI, which approval shall not be unreasonably withheld or delayed; provided that, with respect to documents filed by a party hereto that are incorporated by reference in the Information Statement, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations; and provided, further, that APTI, in connection with a change in the recommendation of the APTI Board as to the Transaction, and CCHI, in connection with a change in the recommendation of the CCHI Board as to the Transaction, may amend or supplement the Information Statement (including by incorporation by reference) to effect such a change, and in such event, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, and shall be subject to the right of each party to have its Board of Directors’ deliberations and conclusions accurately described. APTI will use reasonable best efforts to cause the Information Statement to be mailed to its stockholders at the earliest practicable time after it is cleared by the SEC. As APTI shareholders, as promptly as practicable after the date of this AgreementInformation Statement has been reviewed and approved for mailing. If, Seller and each Buyer shall prepare and file at any other filings required time prior to be filed by it under the Exchange ActEffective Time, the Securities Act or any other Federal, foreign, state “blue sky” or related laws information relating to the Sale and the transactions contemplated by this Agreement (the “Other Filings”). Seller shall promptly supply upon the receipt of any comments from the SEC APTI or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Information Statement or any Other FilingCCHI, or for additional information and shall supply the other with copies of all correspondence between such party or any of its representativestheir respective Affiliates, on the one handofficers or directors, is discovered by APTI or CCHI and the SEC or its staff or any other government officials, on the other hand, with respect to the Information Statement, the Sale or any Other Filing. Seller and each Buyer shall cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 7.1(a) to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs that is required to such information should be set forth in an amendment or supplement to the Information Statement so that any of such documents would not include any misstatement of a material fact or omit to state any Other Filingmaterial fact necessary to make the statements therein, Seller or any Buyerin light of the circumstances under which they were made, as not misleading, the case may be, party hereto discovering such information shall promptly inform notify the other of parties and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such occurrence and cooperate in filing information shall be promptly filed with the SEC or its staff or any other government officials, and/or mailing and disseminated to the stockholders of Seller and any Buyer, such amendment or supplementAPTI.

Information Statement. (a) As promptly as reasonably practicable after the execution and delivery of this AgreementAgreement (and in any event, Seller within 20 days after the date hereof), Parent shall take all action necessary in accordance with Nevada Law, its Articles of Incorporation and Bylaws and the Exchange Act to solicit a majority of the stockholders of Seller to act by written consent to approve this Agreement and the Sale. Thereafter, Seller shall as promptly as practicable prepare and file cause to be filed with the SEC an information statement to be delivered SEC, in a form mutually acceptable to the stockholders of Seller in connection with the Sale (the “Information Statement”). Each Buyer shall promptly provide to Seller all information concerning its business and financial statements and affairs as reasonably may be required or appropriate for inclusion in the Information StatementParties, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with Seller’s counsel and auditors in the preparation of the Information Statement. Seller The Information Statement shall contain the notice of action by written consent required by Section 6.202 and Section 6.203 of the TBOC. Parent shall ensure that the Information Statement includes the opinion of its financial advisor referred to in Section 5.28. (b) The Acquired Companies shall promptly respond furnish all data and information concerning them and their Affiliates to Parent, and provide such other assistance, as may be reasonably requested by Parent and shall otherwise reasonably assist and cooperate with Parent in the preparation, filing, and distribution of the Information Statement and the resolution of any comments received from the SEC. Parent shall cause the Information Statement to comply in all material respects as to form with the requirements of the SECExchange Act, and any other applicable Law, except that Parent shall have no such obligation with respect to statements included in the Information Statement based on information supplied by or on behalf of the Acquired Companies for inclusion therein. Parent 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 holders of Parent Common Stock, 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 therein, in light of the circumstances under which they are made, not misleading, except that Parent shall have no such obligation with respect to statements included in the Information Statement based on information supplied by or on behalf of the Acquired Companies for inclusion therein. Parent shall use its best commercially reasonable efforts to resolve any SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and, if applicable, to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing. Seller shall cause the Information Statement to be mailed to its stockholders at the earliest practicable time after it is cleared by the SEC. As promptly as practicable after the date of this Agreement, Seller and each Buyer shall prepare and file any other filings required to be filed by it under the Exchange Act, the Securities Act or any other Federal, foreign, state “blue sky” or related laws relating to the Sale and the transactions contemplated by this Agreement . (the “Other Filings”). Seller shall promptly supply upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Information Statement or any Other Filing, or for additional information and shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Information Statement, the Sale or any Other Filing. Seller and each Buyer shall cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 7.1(ac) to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs that is required to be set forth in an No amendment or supplement to the Information Statement shall be made by Parent without reasonable advance notice to the Acquired Companies. Parent shall promptly provide notice to the Acquired Companies of any correspondence or communications with or comments from the SEC with respect to the Information Statement and shall provide the Acquired Companies with copies of all such written comments and written correspondence. Parent shall consider in good faith any comments of the Acquired Companies prior to submitting any response letters or other correspondence to the SEC. Parent shall (i) provide the Acquired Companies with reasonable prior notice of any scheduled telephone calls between Parent or its Representatives and the SEC, and (ii) use commercially reasonable efforts to allow the Acquired Companies or its Representatives to participate in all such telephone calls. (d) Prior to filing or mailing the Information Statement (or any Other Filingamendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Seller Parent shall provide the Acquired Companies a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of the Acquired Companies. As promptly as reasonably practicable (and in any Buyerevent, within five Business Days) after the Information Statement has been cleared by the SEC or promptly (and in any event, within five Business Days) after 10 days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Parent shall file with the SEC the Information Statement in definitive form as contemplated by Rule 14c-2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, shall promptly inform and mail a copy of the other Information Statement to the holders of such occurrence and cooperate Parent Common Stock of record in filing accordance with Sections 6.202 of the TBOC. In the event that the Information Statement is not cleared by the SEC or its staff or any other government officialspromptly after the date of the Parent Stockholder Written Consent, and/or mailing Parent shall mail a preliminary notice to the stockholders holders of Seller Parent Common Stock in order to comply with Section 6.202 of the TBOC with respect to the Parent Stockholder Written Consent (the “Preliminary Notice”). The Preliminary Notice shall contain the notice of action by written consent required by Section 6.202 of the TBOC, and any Buyer, such amendment or supplementshall otherwise comply in all material respects with applicable Law.

Information Statement. As promptly soon as practicable after the execution of this Agreement, Seller Acquiror and Target shall take all action necessary in accordance with Nevada Law, its Articles of Incorporation and Bylaws and the Exchange Act to solicit a majority of prepare an Information Statement for the stockholders of Seller Target to act approve (by vote or written consent to approve in lieu thereof) this Agreement Agreement, and the Saletransactions contemplated hereby, and as notice to the other stockholders of Target of the Merger and their rights under Delaware Law. Thereafter, Seller The Information Statement shall as promptly as practicable prepare constitute a disclosure document for the offer and file with issuance of the SEC an information statement shares of Acquiror Common Stock to be delivered received by the holders of Target Capital Stock in the Merger. Acquiror and Target shall use their respective best efforts to cause the Information Statement to comply with applicable federal and state securities laws requirements. Each of Acquiror and Target agrees to provide promptly to the stockholders of Seller in connection with the Sale (the “Information Statement”). Each Buyer shall promptly provide to Seller all other such information concerning its business and financial statements and affairs as reasonably as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with Seller’s the other's counsel and auditors in the preparation of the Information Statement. Seller shall Target will promptly respond to any comments of the SECadvise Acquiror, and Acquiror will promptly inform Target, in writing if at any time prior to the Effective Time either Target or Acquiror shall use its best reasonable efforts obtain knowledge of any facts that might make it necessary or appropriate to have amend or supplement the Information Statement cleared in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The Information Statement shall contain the SEC as promptly as practicable after recommendation of the Board of Directors of Target that the Target stockholders approve the Merger and this Agreement and the conclusion of the Board of Directors that the terms and conditions of the Merger are fair and reasonable to the stockholders of Target. Anything to the contrary contained herein notwithstanding, Target shall not include in the Information Statement any information with respect to Acquiror or its affiliates or associates, the form and content of which information shall not have been approved by Acquiror prior to such filinginclusion. Seller Target shall cause the Information Statement to be mailed delivered to its the stockholders at of Target with any other necessary documentation to be delivered to the earliest practicable time after it is cleared by stockholders pursuant to Section 6.1 and Section 6.6 and shall cause the SEC. As promptly Information Statement to be delivered to the holders of outstanding and unexercised options to purchase shares of Target Common Stock in connection with the solicitation of consents of such holders of options pursuant to Section 6.10, as soon as practicable after the date preparation of this Agreement, Seller and each Buyer shall prepare and file any other filings required to be filed by it under the Exchange Act, the Securities Act or any other Federal, foreign, state “blue sky” or related laws relating to the Sale and the transactions contemplated by this Agreement (the “Other Filings”). Seller shall promptly supply upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Information Statement or any Other Filing, or for additional information and shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Information Statement, the Sale or any Other Filing. Seller and each Buyer shall cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 7.1(a) to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Information Statement or any Other Filing, Seller or any Buyer, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to the stockholders of Seller and any Buyer, such amendment or supplement.

Information Statement. As promptly as practicable after the execution of this Agreement, Seller shall take all action necessary in accordance with Nevada Law, its Articles of Incorporation and Bylaws and the Exchange Act to solicit a majority of the stockholders of Seller to act by written consent to approve this Agreement and the Sale. Thereafter, Seller shall as promptly as practicable prepare and file with the SEC an information statement to be delivered to the stockholders of Seller in connection with the Sale (the “Information Statement”). Each Buyer shall promptly provide to Seller all information concerning its business and financial statements and affairs as reasonably may be required or appropriate for inclusion in the Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with Seller’s counsel and auditors in the preparation of the Information Statement. Seller shall promptly respond to any comments of the SEC, and shall use its best reasonable efforts to have the Information Statement cleared by the SEC as promptly as practicable after such filing. Seller shall cause the Information Statement to be mailed to its stockholders at the earliest practicable time after it is cleared by the SEC. As promptly soon as practicable after the date of this Agreement, Seller the Company will deliver an information statement (the “Information Statement”) to the Stockholders and each Buyer shall prepare in connection with the transactions contemplated hereby meet the requirements set forth in this Section 6.17. Prior to the execution of this Agreement, the Company will have given Parent and file any other filings BV Sub and their counsel a reasonable opportunity to review and comment on final drafts of the Information Statement. The Company will deliver the Information Statement to all Stockholders entitled to receive notice of actions of the stockholders under the DGCL. The Information Statement will contain a form of written consent in form agreed to by the parties, the Transmittal Letter in form agreed to by the parties (including such acknowledgements, agreements and releases as agreed to by the parties) and all information that may be required to be filed by it given to Stockholders pursuant to the DGCL in connection with the Merger, including, to the extent applicable, information concerning dissenters’ rights under the Exchange ActDGCL At the time it is sent and at all times subsequent thereto (through and including the Effective Time), the Securities Act or any other Federal, foreign, state “blue sky” or related laws relating to the Sale and the transactions contemplated by this Agreement (the “Other Filings”). Seller shall promptly supply upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Information Statement will not contain any untrue statement of a material fact or omit to state any Other Filingmaterial fact required to be stated therein or necessary in order to make the statements therein, or for additional information and shall supply in light of the other with copies of all correspondence between such party or circumstances under which they were made, not misleading. If, at any of its representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect time prior to the Information StatementEffective Time, the Sale or any Other Filing. Seller and each Buyer shall cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 7.1(a) to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs that or information is required to discovered by the Company which should be set forth in an amendment or supplement to the Information Statement or any Other FilingStatement, Seller or any Buyer, as the case may be, shall Company will promptly inform the other Parent and Merger Sub of such occurrence occurrence, and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing Company will deliver to the stockholders of Seller and any Buyer, Stockholders such amendment or supplement. If, at any time prior to the Effective Time, any event or information relating to Parent, BV Sub or Merger Sub is discovered by the Parent, BV Sub or Merger Sub which should be set forth in an amendment or supplement to the Information Statement, the Parent, BV Sub or Merger Sub will promptly inform Company and Representative of such occurrence, and the Company will deliver to the Stockholders such amendment or supplement. The Information Statement will include the recommendation of the Board of Directors of the Company that the Stockholders provide written consent in favor of this Agreement and the Merger, and the conclusion of the Company’s Board of Directors that the terms and conditions of the Merger are advisable, fair to and in the best interests of, the Stockholders.

Information Statement. (i) As promptly as reasonably practicable (but no later than 30 days) after the execution date of this Agreement, Seller the Company shall take all action necessary in accordance with Nevada Law, its Articles of Incorporation and Bylaws and the Exchange Act to solicit a majority of the stockholders of Seller to act by written consent to approve this Agreement and the Sale. Thereafter, Seller shall as promptly as practicable prepare and file with the SEC an a written information statement of the type contemplated by Rule 14c-2 of the Exchange Act containing (i) the information specified in Schedule 14C under the Exchange Act concerning the Written Consent and the Merger, (ii) the notice of action by written consent required by Section 228(e) of the DGCL and (iii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL (as amended or supplemented from time to be delivered to the stockholders of Seller in connection with the Sale (time, the “Information Statement”). Each Buyer The Company shall promptly provide Parent with a reasonable opportunity to Seller review drafts of the Information Statement (and any amendment or supplement thereto) and responses to comments of the SEC with respect thereto, and any other documents related to the Information Statement and will consider in good faith any comments provided by Parent in connection with such review. Parent shall provide the Company with all information concerning its business Parent and financial statements and affairs Merger Sub as reasonably may be required or appropriate for inclusion reasonably requested by the Company and is customarily included in an information statement prepared in connection with this type of transaction in connection with the preparation, filing and distribution of the Information Statement, or in any amendments or supplements thereto, Statement and to cause its counsel shall otherwise assist and auditors to cooperate with Seller’s counsel and auditors the Company in the preparation of the Information StatementStatement and the resolution of any comments thereto received from the SEC. Seller Each of the Company, Parent and Merger Sub shall promptly respond correct any information with respect to any comments of the SEC, and shall it or provided by it for use its best reasonable efforts to have in the Information Statement cleared by if and to the SEC as promptly as practicable after extent, in the absence of such filing. Seller shall cause a correction, the Information Statement would contain a misstatement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Company shall disseminate such correction to the Company Stockholders in an amendment or supplement and to cause such amendment or supplement to be mailed to its stockholders at the earliest practicable time after it is cleared by filed with the SEC. As The Company shall notify Parent promptly as practicable after the date of this Agreement, Seller and each Buyer shall prepare and file any other filings required to be filed by it under the Exchange Act, the Securities Act or any other Federal, foreign, state “blue sky” or related laws relating to the Sale and the transactions contemplated by this Agreement in writing (the “Other Filings”). Seller shall promptly supply email being sufficient) upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Information Statement or any Other Filing, or for additional information and shall promptly supply the other Parent with copies of all such comments, requests and any other written correspondence between such party the Company or any of its representativesRepresentatives, on the one hand, and the SEC or its staff or any other government officialsSEC, on the other hand, with respect to the Information Statement, . The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the Sale or any Other Filing. Seller SEC concerning the Information Statement and each Buyer shall cause all documents that it is responsible for filing to resolve such comments with the SEC and cause the Information Statement to be filed with the SEC in definitive form as contemplated by Rule 14c-5 under the Exchange Act, and shall use its reasonable best efforts to cause the Information Statement to be disseminated in its definitive form to the Company Stockholders as promptly as reasonably practicable (and in any event within five (5) Business Days thereof) after the first to occur of (i) confirmation from the SEC that it has no further comments on the Information Statement, (ii) confirmation from the SEC that the Information Statement is otherwise not to be reviewed or other regulatory authorities under this Section 7.1(a(iii) expiration of the 10-day period after filing the preliminary Information Statement in the event the SEC does not review the Information Statement. (ii) The Company agrees that the Information Statement will comply as to comply form in all material respects with all applicable the requirements of law the Exchange Act and that, at the rules and regulations promulgated thereunder. Whenever time it is filed with the SEC, at the time it is first mailed to the Company Stockholders or at the time of any event occurs that is amendment or supplement thereof, the Information Statement will not contain any untrue statement of a material fact or omit to state a material fact required to be set forth stated therein or necessary in an amendment order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect to statements included or supplement to incorporated by reference in the Information Statement based on information supplied in writing by or any Other Filingon behalf of Parent or Merger Sub for inclusion or incorporation by reference therein. Parent agrees that none of the written information supplied or to be supplied by or on behalf of Parent or Merger Sub (including by email) for inclusion or incorporation by reference in the Information Statement will, Seller or any Buyer, as at the case may be, shall promptly inform the other of such occurrence and cooperate in filing time it is filed with the SEC or its staff or any other government officials, and/or mailing at the time it is first mailed to the stockholders Company Stockholders, contain any untrue statement of Seller and any Buyera material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, such amendment or supplementin light of the circumstances under which they are made, not misleading.

Information Statement. As promptly as practicable after Each Party shall cooperate with the execution other Party in the preparation of this Agreement, Seller shall take all action necessary in accordance with Nevada Law, its Articles of Incorporation and Bylaws the preliminary and the Exchange Act to solicit a majority of the stockholders of Seller to act by written consent to approve this Agreement and the Saledefinitive Information Statement, including all amendments or supplements thereto. Thereafter, Seller Carbon shall as promptly as practicable prepare and file with the SEC an information statement the preliminary Information Statement as promptly as reasonably practicable following the date of this Agreement. No filing of, or amendment or supplement to, the Information Statement will be made by Carbon without first providing the Purchaser a reasonable opportunity to be delivered review and comment on the portions expressly referencing Purchaser, and Carbon shall consider in good faith all reasonable additions, deletions and changes suggested by the Purchaser in connection therewith. If Carbon receives any comments from the SEC with respect to the stockholders of Seller in connection preliminary Information Statement and any requests by the SEC for any amendment or supplement thereto or for additional information with respect to the Sale (the “preliminary Information Statement”). Each Buyer , Carbon shall respond as promptly provide to Seller all information concerning its business and financial statements and affairs as reasonably practicable to such comments. The Purchaser shall, as promptly as reasonably practicable, provide Carbon with such information as may be required or appropriate for inclusion to be included in the Information Statement, Statement or in any amendments or supplements thereto, and as may be reasonably required to cause its counsel and auditors to cooperate with Seller’s counsel and auditors in the preparation of the Information Statement. Seller shall promptly respond to any comments comment of the SEC, and shall use its best reasonable efforts to . As promptly as reasonably practicable after all comments received from the staff of the SEC have the Information Statement been cleared by the SEC, Carbon shall file the definitive Information Statement with the SEC as promptly as practicable after and cause such filing. Seller shall cause the definitive Information Statement to be mailed to its stockholders of record. If at any time prior to the earliest practicable time after it is cleared by the SEC. As promptly as practicable after the date of this AgreementClosing Date, Seller and each Buyer shall prepare and file any other filings required to be filed by it under the Exchange Act, the Securities Act or any other Federal, foreign, state “blue sky” or related laws information relating to the Sale and the transactions contemplated by this Agreement (the “Other Filings”). Seller shall promptly supply upon the receipt of any comments from the SEC Purchaser or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Information Statement or any Other FilingCarbon, or for additional information and shall supply the other with copies of all correspondence between such party or any of its representativestheir respective Affiliates, on directors or officers, is discovered by the one hand, and the SEC Purchaser or its staff or any other government officials, on the other hand, with respect to the Information Statement, the Sale or any Other Filing. Seller and each Buyer shall cause all documents Carbon that it is responsible for filing with the SEC or other regulatory authorities under this Section 7.1(a) to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs that is required to should be set forth in an amendment or supplement to the Information Statement, so that the Information Statement would not include any misstatement of a material fact or omit to state any Other Filingmaterial fact necessary to make the statements therein, Seller or any Buyerin light of the circumstances under which they were made, as not misleading, the case may be, Party that discovers such information shall promptly inform notify the other of such occurrence Party, and cooperate in filing Carbon shall promptly file with the SEC an appropriate amendment or its staff supplement describing such information and, to the extent required by applicable Legal Requirements, disseminate such amendment or any other government officials, and/or mailing supplement to the stockholders of Seller and any Buyer, such amendment or supplementCarbon.

Information Statement. As promptly The Company shall, prior to Closing, prepare, distribute and/or mail or cause to be distributed or mailed (including by electronic transmission as practicable after permitted) to each Shareholder in accordance with Sections 228(e) and 262 of the execution DGCL and, if applicable, the CCC, an information statement, which (i) describes the principal terms of this Agreement, Seller shall take all action necessary (ii) notifies the Shareholders of the occurrence of (A) the approval of the Merger and the adoption of this Agreement by the Company Board, and (B) receipt of the required Shareholder vote with respect to the adoption of this Agreement and approval of the Merger and consummation of the Merger and the other transactions contemplated hereby in accordance with Nevada LawSection 228(e) of the DGCL, its Articles (iii) provides a copy of Incorporation Section 262 of the DGCL and Bylaws Chapter 13 of the CCC, and a description regarding the procedures relating to appraisal rights and dissenters’ rights and exercise thereof under the DGCL and the Exchange Act CCC to solicit a majority of the stockholders of Seller to act by written consent to approve this Agreement extent such appraisal rights and dissenters’ rights are exercisable under the DGCL and the Sale. ThereafterCCC, Seller shall (iv) contains such other information as promptly as practicable prepare and file the Company deems appropriate (together with the SEC an information statement to be delivered to the stockholders of Seller in connection with the Sale (any amendments or supplements thereto, the “Information Statement”). Each The Company shall cause the content and distribution of the Information Statement to comply with applicable Law, and cause the Information Statement to be accurate and complete and not contain any untrue statement of a material fact, or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances in which they are made, not misleading; provided, that the Company has no such obligation, responsibility or liability with respect to information or comments provided by Buyer shall promptly provide to Seller all information concerning its business and financial statements and affairs as reasonably may be required or appropriate for inclusion in the Information Statement, or . Buyer shall in no way be responsible for any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with Seller’s counsel and auditors in of the preparation content of the Information Statement except for information regarding Buyer or the Merger Sub supplied in writing by Buyer expressly for inclusion therein or any comments or information that Buyer requests in writing be included in such Information Statement. Seller shall promptly respond The Company shall, prior to any comments the Closing and in advance of distribution thereof to the SECCompany Shareholders, provide Buyer with copies of and shall use its best a reasonable efforts opportunity to have review and comment on the Information Statement cleared by the SEC as promptly as practicable after such filing. Seller shall cause the Information Statement and any other materials to be mailed to its stockholders at the earliest practicable time after it is cleared by the SEC. As promptly as practicable after the date of this Agreement, Seller and each Buyer shall prepare and file any other filings required to be filed by it under the Exchange Act, the Securities Act or any other Federal, foreign, state “blue sky” or related laws relating distributed to the Sale and the transactions contemplated by this Agreement (the “Other Filings”). Seller shall promptly supply upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Information Statement or any Other Filing, or for additional information and shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Information Statement, the Sale or any Other Filing. Seller and each Buyer shall cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 7.1(a) to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Information Statement or any Other Filing, Seller or any Buyer, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to the stockholders of Seller and any Buyer, such amendment or supplementShareholders.

Information Statement. (a) As promptly as reasonably practicable following the date hereof (and in any event no later than thirty (30) days after the execution of this Agreementdate hereof), Seller Guarantor shall take all action necessary in accordance with Nevada Law, its Articles of Incorporation and Bylaws and the Exchange Act to solicit a majority of the stockholders of Seller to act by written consent to approve this Agreement and the Sale. Thereafter, Seller shall as promptly as practicable prepare and file with the SEC Securities and Exchange Commission (the “SEC”), an Information Statement of the type contemplated by Rule 14c-2 of the Exchange Act containing (i) the information statement specified in Schedule 14C under the Exchange Act concerning the Stockholder Consent, this Agreement and the transactions contemplated hereby and (ii) the notice of action by written consent required by Section 228 of the DGCL (as amended or supplemented from time to be delivered to the stockholders of Seller in connection with the Sale (time, the “Information Statement”). Each Seller Guarantor shall allow the Buyer and its Representatives reasonable time to review and comment on the Information Statement (including, for the avoidance of doubt, each supplement or amendment thereto), and shall consider in good faith any reasonable comments by Buyer or its Representatives that are provided to Seller Guarantor in a timely manner, prior to the filing thereof (including, for the avoidance of doubt, each supplement or amendment thereto). Buyer and Seller Guarantor shall reasonably cooperate with one another in connection with the preparation of the Information Statement and Buyer shall promptly provide to Seller all furnish such information concerning its business Buyer as Seller Guarantor may reasonably request in connection with the preparation of the Information Statement to the extent such information is required by the Exchange Act to be set forth in the Information Statement; provided, that the Parties shall cooperate to prevent the release of any information supplied by any Party that is reasonably considered to be competitively sensitive by such Party (including through the redaction of such information from any exhibits filed with the SEC, and financial statements and affairs as reasonably may be required the submission of confidential treatment requests, to the extent necessary or appropriate to preserve the confidentiality of such information). Buyer shall cause the information relating to Buyer supplied by it for inclusion in the Information Statement, at the time of the mailing of the Information Statement or in any amendments or supplements theretothereto not to contain 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 therein, in light of the circumstances under which they were made, not misleading. Seller Guarantor shall respond as promptly as reasonably practicable to, and to cause its counsel and auditors to cooperate with Seller’s counsel and auditors in resolve all comments received from, the preparation of SEC concerning the Information Statement. Seller shall promptly respond to any comments of the SEC, and shall use its best reasonable efforts to have the Information Statement cleared by the SEC as promptly as reasonably practicable after such filing. Seller Guarantor shall cause the Information Statement (in definitive form) to be mailed sent or given to its the stockholders at of Seller Guarantor as promptly as reasonably practicable (and in any event within three (3) Business Days) after the earliest practicable time earlier to occur of (i) the tenth day after it the Information Statement is cleared by filed with the SEC. As , if the SEC has not informed Seller Guarantor that it will review the Information Statement (or informs Seller Guarantor or its Representatives that it will not review the Information Statement) and (ii) the date the SEC informs Seller Guarantor or its Representatives that it has no further comments on the Information Statement. (b) The Seller Guarantor shall as promptly as reasonably practicable after notify the date Buyer of this Agreement, Seller and each Buyer shall prepare and file any other filings required to be filed by it under the Exchange Act, the Securities Act or any other Federal, foreign, state “blue sky” or related laws relating to the Sale and the transactions contemplated by this Agreement (the “Other Filings”). Seller shall promptly supply upon i) the receipt of any comments from the SEC (or its staff staff) and all other written correspondence and oral communications with the SEC (or any other government officials its staff) relating to the Information Statement and of (ii) any request by the SEC (or its staff staff) for any amendment or any other government officials for amendments or supplements supplement to the Information Statement or any Other Filing, or for additional information with respect thereto, and shall supply the other party hereto with copies of all material correspondence between such party Seller Guarantor or any of its representativesRepresentatives, on the one hand, and the SEC (or its staff or any other government officialsstaff), on the other hand, with respect to the Information Statement, the Sale or any Other Filing. All filings by Seller and each Buyer shall cause all documents that it is responsible for filing Guarantor with the SEC (or other regulatory authorities under this Section 7.1(a) its staff), responses to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Information Statement or any Other Filing, Seller or any Buyer, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with comments from the SEC (or its staff or any other government officials, and/or mailing staff) and all mailings to the stockholders of Seller Guarantor relating to the transactions contemplated hereby, including the Information Statement and any Buyer, such amendment or supplementsupplement thereto, shall be subject to the reasonable prior review and comment of Buyer; provided, that Seller Guarantor will no longer be required to comply with the foregoing if the Seller Guarantor Board has effected, directly or indirectly, (i) a withdrawal (qualification, amendment or modification in a manner adverse to Buyer) or public proposal to withdraw the approval, recommendation or declaration of advisability of this Agreement and the transactions contemplated hereby in accordance with Section 6.13, (ii) an adoption of a formal resolution to recommend, adopt, approve or declare advisable or public proposal to recommend, adopt, approve or declare advisable, any Alternative Transaction Proposal in accordance with Section 6.13, or (iii) the making of any public recommendation in connection with the Alternative Transaction Proposal that is a tender or exchange offer subject to Regulation 14D, other than a recommendation against such offer or a “stop, look and listen” communication by the Seller Guarantor Board to Seller Guarantor’s stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication) or shall have resolved to do so in accordance with Section 6.13.

Information Statement. As promptly as practicable after the execution of this Agreement, Seller (i) RCGI shall take all action necessary in accordance with Nevada Law, its Articles of Incorporation and Bylaws and the Exchange Act to solicit a majority of the stockholders of Seller to act by written consent to approve this Agreement and the Sale. Thereafter, Seller shall (A) as promptly as practicable prepare and file with the SEC an information statement to be delivered to the stockholders of Seller in connection with the Sale (the “Information Statement”). Each Buyer shall promptly provide to Seller all information concerning its business and financial statements and affairs as reasonably may be required or appropriate for inclusion in the Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with Seller’s counsel and auditors in the preparation of the Information Statement. Seller shall promptly respond to any comments of the SEC, and shall use its best reasonable efforts to have the Information Statement cleared by the SEC as promptly as practicable after such filing. Seller shall cause the Information Statement to be mailed to its stockholders at the earliest practicable time after it is cleared by the SEC. As promptly as practicable after the date of this Agreement, Seller prepare and each file with the SEC the Information Statement, (B) respond as promptly as reasonably practicable to any comments received from the SEC with respect thereto and provide copies of such comments to the Buyer shall promptly upon receipt, (C) as promptly as reasonably practicable prepare and file any other filings required amendments or supplements necessary to be filed in response to any SEC comments or as required by Law, (D) use its reasonable best efforts to have cleared by the SEC the Information Statement and all other customary materials relating thereto, (E) cause the Information Statement and all required amendments and supplements thereto to be mailed to the holders of RCGI Common Shares entitled to receipt thereof as promptly as reasonably practicable after the later of (I) the tenth (10th) day after the filing of the preliminary Information Statement with the SEC or (II) the second Business Day after RCGI is notified by the SEC that (1) it under will not be reviewing the Information Statement or (2) that it has no further comments on the preliminary Information Statement, (F) to the extent required by applicable Law, as promptly as reasonably practicable prepare, file and distribute to RCGI's stockholders any supplement or amendment to the Information Statement if any event shall occur which requires such action at any time prior to the Exchange ActClosing Date, the Securities Act or any other Federal, foreign, state “blue sky” or related laws relating and (G) otherwise use its reasonable best efforts to comply with all requirements of Law applicable to the Sale Information Statement and the transactions contemplated by this Agreement (hereby. The Buyer shall cooperate with RCGI in connection with the “Other Filings”). Seller shall promptly supply upon the receipt preparation and filing of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Information Statement or Statement, including promptly furnishing RCGI upon request with any Other Filing, or for additional information and shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Buyer as may be required to be set forth in the Information Statement under the 1934 Act. RCGI will provide to the Buyer and its counsel the reasonable opportunity to review and comment upon the Information Statement, the Sale or any Other Filing. Seller and each Buyer shall cause all documents that it is responsible for amendments or supplements thereto, prior to filing the same with the SEC SEC. If, at any time prior to the Exchange Closing Date, any information relating to RCGI, the Subsidiaries or other regulatory authorities under this Section 7.1(a) to comply in all material respects with all applicable requirements any of law and the rules and regulations promulgated thereunder. Whenever any event occurs that is required to their respective Affiliates should be discovered by RCGI which should be set forth in an amendment or supplement to the Information Statement, so that the Information Statement, as applicable, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, RCGI shall promptly notify the Buyer and, to the extent required by applicable Law, RCGI shall disseminate an appropriate amendment thereof or supplement thereto describing such information to RCGI's stockholders. (ii) RCGI represents, warrants and covenants that (A) none of the information included or incorporated by reference in the Information Statement or any other document filed with the SEC in connection with the transactions contemplated by this Agreement (the "Other Filings") shall, in the case of the Information Statement, at the date it is first mailed to RCGI's stockholders or on the Exchange Closing Date or at the time of any amendment or supplement thereof, or, in the case of any Other Filing, Seller at the date it is first mailed to RCGI's stockholders or at the date it is first filed with the SEC, contain any Buyeruntrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation, warranty or covenant is made by RCGI with respect to statements made therein with respect to the Buyer based on information supplied by the Buyer in writing to RCGI in connection with the preparation of the Information Statement or the Other Filings expressly for inclusion therein and (B) the Information Statement shall comply as to form in all material respects with the applicable requirements of the 1934 Act. (iii) The Buyer represents, warrants and covenants that none of the information supplied by the Buyer in writing to RCGI expressly for inclusion in the Information Statement or the Other Filings will, in the case may beof the Information Statement, shall promptly inform at the other date it is first mailed to RCGI's stockholders or on the Exchange Closing Date or at the time of such occurrence and cooperate any amendment or supplement thereof, or, in filing the case of any Other Filing, at the date it is first mailed to RCGI's stockholders or at the date it is first filed with the SEC SEC, contain any untrue statement of a material fact or its staff omit to state any material fact required to be stated therein or any other government officialsnecessary in order to make the statements therein, and/or mailing to in light of the stockholders of Seller and any Buyercircumstances under which they are made, such amendment or supplementnot misleading.

Information Statement. (a) As promptly soon as reasonably practicable after but, in any event, within eighteen (18) Business Days following the execution date of this Agreement, Seller the Company shall take all action necessary in accordance with Nevada Law, its Articles of Incorporation and Bylaws and the Exchange Act to solicit a majority of the stockholders of Seller to act by written consent to approve this Agreement and the Sale. Thereafter, Seller shall as promptly as practicable prepare and file with the SEC an a preliminary information statement of the type contemplated by Rule 14c-2 promulgated under the Exchange Act (as amended or supplemented, the “Preliminary Information Statement”) relating to be delivered this Agreement and the Transactions. The Company shall (i) respond to any comments of the SEC with respect to the stockholders Preliminary Information Statement; (ii) use commercially reasonable efforts to have the SEC confirm that it has no further comments thereto; and (iii) cause a definitive Information Statement of Seller in connection with the Sale type contemplated by Rule 14c-2 promulgated under the Exchange Act (as amended or supplemented, the “Information Statement”), to be mailed to the holders of Shares promptly after the date that the SEC confirms it has no further comments. Each Buyer The Company and Parent shall cooperate to: (A) respond as promptly as reasonably practicable to any comments received from the SEC with respect to such filings; and (B) prepare and file any amendments or supplements necessary to be filed in response to any SEC comments or as required by Law. (b) Parent shall provide to Seller the Company all information concerning its business Parent and financial statements and affairs Merger Sub as reasonably may be required reasonably requested by the Company in connection with the Preliminary Information Statement and the Information Statement and shall otherwise assist and cooperate with the Company in the preparation of the Preliminary Information Statement and the Information Statement and resolution of comments of the SEC or appropriate its staff related thereto. Parent will cause the information relating to Parent or Merger Sub supplied by it for inclusion in the Preliminary Information Statement and the Information Statement, at the time of the mailing of the Information Statement or in any amendments or supplements thereto, and not to cause its counsel and auditors contain any untrue statement of a material fact or omit to cooperate state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made by Parent or Merger Sub with Seller’s counsel and auditors respect to information supplied by the Company for inclusion or incorporation by reference in the preparation of the Information Statement. Seller shall promptly respond Each of Parent and Merger Sub will furnish to any comments of the SEC, Company the information relating to it required by the Exchange Act to be set forth in the Preliminary Information Statement and shall use its best reasonable efforts to have the Information Statement cleared by promptly following request therefor from the SEC as promptly as practicable after such filing. Seller shall Company. (c) The Company will cause the Information Statement to be mailed to its stockholders at the earliest practicable time after it is cleared by the SEC. As promptly as practicable after the date of this Agreement, Seller and each Buyer shall prepare and file any other filings required to be filed by it under the Exchange Act, the Securities Act or any other Federal, foreign, state “blue sky” or related laws information relating to the Sale Company and its Subsidiaries supplied by it for inclusion in the Preliminary Information Statement and the transactions contemplated by this Agreement (Information Statement, at the “Other Filings”). Seller shall promptly supply upon time of the receipt mailing of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Information Statement or any Other Filingamendments or supplements thereto, not to contain any untrue statement of a material fact or for additional information and shall supply omit to state any material fact required to be stated therein or necessary in order to make the other with copies statements therein, in light of all correspondence between such party the circumstances under which they were made, not misleading; provided, however, that no representation or any of its representatives, on warranty is made by the one hand, and the SEC or its staff or any other government officials, on the other hand, Company with respect to information supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Information Statement, the Sale or any Other Filing. Seller and each Buyer shall cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 7.1(a) to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Information Statement or any Other Filing, Seller or any Buyer, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to the stockholders of Seller and any Buyer, such amendment or supplement.