Common use of Preparation of Proxy Statement Clause in Contracts

Preparation of Proxy Statement. As promptly as practicable following the date hereof, Monsoon shall prepare and file with the applicable Governmental Entities and deliver, or cause to be delivered, to the holders of the Monsoon Ordinary Shares, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent shall furnish all information as may be reasonably requested by Monsoon and its advisers in connection with the preparation, filing and distribution of the Proxy Statement and any necessary amendments or supplements thereto. If at any time prior to the Closing any information relating to Monsoon or Indigo Parent, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, to the extent required by applicable Law, delivered to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counsel.

Preparation of Proxy Statement. Except to the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 shall apply: As promptly as reasonably practicable following the date hereof, Monsoon Parent shall prepare and file with the applicable Governmental Entities and deliverSEC proxy materials reasonably acceptable to Buyer relating to obtaining the Required Parent Vote (such proxy materials, or cause to be delivered, to the holders of the Monsoon Ordinary Shares, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent shall furnish all information as may be reasonably requested by Monsoon and its advisers in connection with the preparation, filing and distribution of the Proxy Statement and any necessary amendments or supplements thereto, the "Proxy Statement"). Parent shall, within one business day after receipt thereof, provide Buyer copies of any written comments and advise Buyer of any oral comments with respect to the Proxy Statement received from the SEC. Parent shall cooperate and provide Buyer with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to filing such with the SEC, and will provide Buyer with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement to the Proxy Statement to the extent relating to information on Buyer shall be made without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause the Proxy Statement to be mailed to Parent's stockholders as promptly as practicable after it has been cleared by the SEC. The Proxy Statement shall conform to all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, of the time when the Proxy Statement is cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Closing Effective Time any information relating to Monsoon or Indigo Parent, Parent or any of their respective its Affiliates, directors officers or officersdirectors, should be or the Transaction is discovered by Monsoon Parent or Indigo Parent Buyer which should be set forth in an amendment or supplement to the Proxy Statement, Statement so that any of such document documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that which discovers such information shall promptly notify the other party and hereto and, to the extent required by applicable Laws, an appropriate amendment or supplement describing such information shall be promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, SEC and disseminated to the extent required by applicable Law, delivered to the holders stockholders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counselParent.

Preparation of Proxy Statement. As promptly soon as practicable following after the date hereof (and in any event, but subject to Parent’s timely performance of its obligations under Section 7.01(b), within 15 business days hereof), Monsoon the Company shall prepare and file with the applicable Governmental Entities and deliver, or shall cause to be delivered, to filed with the holders of the Monsoon Ordinary Shares, SEC in preliminary form a proxy statement relating to be used to seek the Monsoon Shareholder Approval Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). Indigo Parent Except as expressly contemplated by Section 6.02(f), the Proxy Statement shall furnish all information as may be reasonably requested by Monsoon include the Recommendation with respect to the Merger, the Fairness Opinions and its advisers in connection with a copy of Section 262 of the preparationDGCL. The Company will cause the Proxy Statement, filing and distribution at the time of the mailing of the Proxy Statement and or any necessary amendments or supplements thereto. If , and at the time of the Stockholders’ Meeting, to not contain any time prior to the Closing any information relating to Monsoon or Indigo Parent, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that such document would not include any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading;provided, however, that no representation or warranty is made by the party that discovers such Company with respect to information supplied by Parent or Sub for inclusion or incorporation by reference in the Proxy Statement. The Company shall cause the Proxy Statement to comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder and to satisfy all rules of the NYSE. The Company shall promptly notify Parent and Sub upon the other party and an appropriate amendment receipt of any comments from the SEC or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, to the extent required by applicable Law, delivered to the holders staff of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement SEC or any request from the SEC or the staff of the Transactions, including any request SEC for amendments or supplements to the Proxy Statement, and shall provide Parent and Sub with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, and the Company shall provide Parent and Sub and their respective counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff. Prior to the filing of the Proxy Statement or for additional informationthe dissemination thereof to the holders of Company Common Stock, in each case promptly after receipt or responding to any comments of such comments the SEC or requestthe staff of the SEC with respect thereto, and any written or oral responses thereto. Indigo the Company shall provide Parent and its counsel shall be given Sub a reasonable opportunity to review the Proxy Statement and any amendments to propose comments on such document or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counsel.response. […]

Preparation of Proxy Statement. As (a) Purchaser shall cause to be filed with the SEC as promptly as practicable following the date hereofexecution of this Agreement, Monsoon shall prepare and file with the applicable Governmental Entities and deliver, or cause a Proxy Statement in preliminary form relating to be delivered, matters submitted to the holders of Common Stock at the Monsoon Ordinary Shares, a proxy statement Purchaser Stockholder Meeting. Seller will use reasonable best efforts to be used as promptly as practical furnish to seek Purchaser such data and information relating to it and its Subsidiaries as Purchaser may reasonably request for the Monsoon Shareholder Approval (purpose of including such data and information in the “Proxy Statement”). Indigo Parent The Company and Purchaser shall furnish all information as may be reasonably requested by Monsoon and its advisers in connection each use reasonable best efforts to cause the Proxy Statement to comply with the preparation, filing rules and distribution regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Purchaser will advise Seller promptly after it receives any comments from the SEC or its staff with respect to the Proxy Statement and responses thereto or any necessary amendments request by the SEC for additional information. (b) Prior to filing or supplements mailing the Proxy Statement (or any amendment or supplement thereto. ) or responding to any comments of the SEC with respect thereto, Purchaser will (A) provide Seller with a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response), (B) consider in good faith all comments reasonably and promptly proposed by Seller and (C) not include in such document or response any information regarding the Seller or the Company or any of their respective Affiliates or any of their respective assets or operations prior to receiving the approval of Seller, which approval shall not be unreasonably withheld, conditioned or delayed. (c) If at any time prior to the Closing Purchaser Stockholder Meeting, any information relating to Monsoon Purchaser or Indigo ParentSeller, or any of their respective Affiliates, directors officers or officersdirectors, should be discovered by Monsoon Purchaser or Indigo Parent which Seller that should be set forth in an amendment or supplement to the Proxy Statement, Statement so that such document documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that Party which discovers such information shall promptly notify the other party Party and an appropriate amendment or supplement describing such information shall be promptly be prepared and filed with the applicable Governmental Entities SEC by Monsoon Purchaser and, to the extent required by applicable Law, delivered disseminated to the holders stockholders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counselPurchaser.

Preparation of Proxy Statement. (a) As promptly soon as reasonably practicable following after the date hereofof this Agreement, Monsoon the Company shall prepare and file with the applicable Governmental Entities SEC the Proxy Statement and deliver, or cause the Proxy Statement to be delivered, disseminated to the holders of the Monsoon Ordinary Shares, a proxy statement as and to be used the extent required and permitted by applicable federal securities Laws. Subject to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent shall furnish all information as may be reasonably requested by Monsoon and its advisers in connection with the preparationSection 5.2, filing and distribution of the Proxy Statement will contain the Company Recommendation. (b) Parent and any necessary amendments Merger Sub will provide for inclusion or supplements thereto. If at any time prior to incorporation by reference in the Closing any Proxy Statement of all required information relating to Monsoon Parent or Indigo Parentits Affiliates. Parent and its counsel shall be given the opportunity to review and comment on the Proxy Statement before it is filed with the SEC. In addition, the Company will provide Parent and its counsel, in writing, any comments or any of their respective Affiliatesother communications, directors whether written or officersoral, should be discovered by Monsoon that the Company or Indigo Parent which should be set forth in an amendment its counsel may receive from time to time from the SEC or supplement its staff with respect to the Proxy StatementStatement promptly after the receipt of such comments or other communications, so and the opportunity to review and comment on such comments. The Company will respond promptly to any such comments from the SEC or its staff. The Company shall not file or mail the Proxy Statement or respond to comments of the SEC prior to receiving Parent’s approval, which approval shall not be unreasonably withheld or delayed. (c) Each of the Company, Parent and Merger Sub agrees to promptly (i) correct any information provided by it specifically for use in the Proxy Statement if and to the extent that such document would not information shall have become false or misleading in any material respect and (ii) supplement the information provided by it specifically for use in the Proxy Statement to include any misstatement of a material fact or omit to state any material fact information that shall become necessary in order to make the statements thereinin the Proxy Statement, in light of the circumstances under which they were made, not misleading, . The Company further agrees to cause the party that discovers such information shall Proxy Statement as so corrected or supplemented promptly notify the other party and an appropriate amendment or supplement describing such information shall promptly to be prepared and filed with the applicable Governmental Entities by Monsoon andSEC and to be disseminated to the holders of the Shares, in each case as and to the extent required by applicable Law, delivered to the holders federal securities Laws. Table of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counsel.Contents

Preparation of Proxy Statement. As promptly If the adoption of this Agreement by the Company’s stockholders is required by Applicable Law, then as soon as practicable following after the date hereofAcceptance Time, Monsoon the Company shall prepare and file with the applicable Governmental Entities and deliver, or shall cause to be deliveredfiled with the SEC in preliminary form the Proxy Statement. Except as expressly contemplated by Section 6.2(f) and Section 6.2(g), the Proxy Statement shall include the Company Board Recommendation. The Company will use reasonable best efforts to cause the holders Proxy Statement, at the time of the Monsoon Ordinary Shares, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent shall furnish all information as may be reasonably requested by Monsoon and its advisers in connection with the preparation, filing and distribution mailing of the Proxy Statement and or any necessary amendments or supplements thereto. If , and at the time of the Company Stockholder Meeting, to not contain any time prior to the Closing any information relating to Monsoon or Indigo Parent, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that such document would not include any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made by the party that discovers such Company with respect to information supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement. The Company shall use reasonable best efforts to cause the Proxy Statement to comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder and to satisfy all rules of the NASDAQ. The Company shall promptly notify Parent and Merger Sub upon the other party and an appropriate amendment receipt of any comments from the SEC or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, to the extent required by applicable Law, delivered to the holders staff of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement SEC or any request from the SEC or the staff of the Transactions, including any request SEC for amendments or supplements to the Proxy Statement, and shall provide Parent and Merger Sub with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, and the Company shall provide Parent and Merger Sub and their respective counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff. Prior to the filing of the Proxy Statement or for additional informationthe dissemination thereof to the Company Stockholders, in each case promptly after receipt or responding to any comments of such comments the SEC or requestthe staff of the SEC with respect thereto, and any written or oral responses thereto. Indigo the Company shall provide Parent and its counsel shall be given Merger Sub a reasonable opportunity to review the Proxy Statement and any amendments to propose comments on such document or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counselresponse.

Preparation of Proxy Statement. (a) As promptly soon as reasonably practicable after the date of this Agreement, but in any event no later than 45 days following the date hereof, Monsoon shall prepare and the Company will file the Proxy Statement with the applicable Governmental Entities and deliver, or SEC. The Company will use commercially reasonable efforts to cause the Proxy Statement to be delivered, disseminated to the holders of the Monsoon Ordinary Shares, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent shall furnish all information as may be reasonably requested by Monsoon and its advisers in connection with the preparation, filing and distribution of promptly as practicable after the Proxy Statement is cleared by the SEC and in any necessary amendments event no later than five Business Days after the Proxy Statement is cleared by the SEC. Subject to Section 5.2, the Proxy Statement will contain the Company Recommendation and the Company will use reasonable best efforts to obtain the Stockholder Approval. (b) Parent and Merger Sub will provide for inclusion or supplements thereto. If at any time prior to incorporation by reference in the Closing any Proxy Statement all required information relating to Monsoon Parent or Indigo Parentits Affiliates. No filing or mailing of, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which should be set forth in an amendment or supplement to to, the Proxy Statement, so will be made by the Company without Parent’s prior written consent (which will not be unreasonably withheld, conditioned or delayed) and without providing Parent a reasonable opportunity to review and comment thereon; provided, however, that the Company, (i) in connection with either an Acquisition Recommendation Change or a Change of Recommendation made in accordance with Section 5.2, may amend or supplement the Proxy Statement to effect such change (it being understood that any such amendment or supplement will solely contain (A) such Acquisition Recommendation Change or Change of Recommendation, (B) a statement of the reasons of the Company Board for making such Acquisition Recommendation Change or Change of Recommendation, and (C) such other information as the Company determines in good faith is required by Law to be included in such amendment or supplement and, in such event, Parent will have no right of consent under this Section 6.1(b)) and (ii) may otherwise amend or supplement the Proxy Statement to include such information required by Law to be included in such amendment or supplement. The Company will advise and provide Parent and its counsel, in writing, any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such comments or other communications, and a reasonable opportunity to review and comment on such comments. The Company will respond promptly to any such comments from the SEC or its staff. (c) Each of the Company, Parent and Merger Sub will promptly (i) correct any information provided by it specifically for use in the Proxy Statement if and to the extent that such document would not information is or shall have become false or misleading in any material respect and (ii) supplement the information provided by it specifically for use in the Proxy Statement to include any misstatement of a material fact information that is or omit to state any material fact will become necessary in order to make the statements thereinin the Proxy Statement, in light of the circumstances under which they were made, not misleading, . The Company will cause the party that discovers such information shall Proxy Statement as so corrected or supplemented promptly notify the other party and an appropriate amendment or supplement describing such information shall promptly to be prepared and filed with the applicable Governmental Entities by Monsoon andSEC and to be disseminated to the holders of the Shares, in each case as and to the extent required by applicable Law, delivered to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counsel.

Preparation of Proxy Statement. As promptly as practicable (a) Promptly following the date hereof, Monsoon the Company shall prepare and file with the applicable Governmental Entities SEC a preliminary proxy statement (such proxy statement, together with any amendments thereto, the "Proxy Statement") relating --------------- to approval and deliver, or cause to be delivered, to adoption of this Agreement by the holders of the Monsoon Ordinary Shares, a proxy statement to be used to seek the Monsoon Shareholder Approval Shares (the “Proxy Statement”"Company Stockholders"). Indigo Parent The Company shall furnish all information use its commercially reasonable best -------------------- efforts to have the Proxy Statement cleared by the SEC, put in definitive form and mailed to the Company Stockholders as may be promptly as reasonably requested by Monsoon practicable following the date hereof. The Company shall, as promptly as practicable after the receipt thereof, provide to Purchaser copies of any written comments and its advisers in connection advise Purchaser of any oral comments, with respect to the preparation, filing Proxy Statement received from the staff of the SEC. The Company will provide Purchaser with a reasonable opportunity to review and distribution of comment on the Proxy Statement and any necessary amendments or supplements thereto. If at any time prior to the Closing any information relating to Monsoon or Indigo Parent, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which should be set forth in an amendment or supplement thereto prior to filing with the SEC and will provide Purchaser a copy of all such filings with the SEC. (b) The Company represents and warrants that (i) the information in the Proxy Statement will not, at the time the Proxy Statement is mailed to the Company Stockholders (the "Proxy StatementMailing Date"), so that such document would not include and at the time of the ------------------ Company Stockholder Meeting contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, and (ii) the party that discovers such information Proxy Statement shall promptly notify the other party and an appropriate amendment or supplement describing such information shall promptly be prepared and filed comply as to form in all material respects with the applicable Governmental Entities by Monsoon and, to the extent required by applicable Law, delivered to the holders requirements of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent Exchange Act and its counsel with copies of any written commentsthe rules and regulations promulgated thereunder, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff except in each case with respect to information provided by the Purchaser in writing specifically for inclusion in the Proxy Statement as to which the Company assumes no responsibility. (c) Purchaser represents and warrants that (i) it shall promptly furnish to the Company all necessary information concerning itself, its stockholders and its Affiliates required for inclusion in the Proxy Statement or any of reasonably requested by the Transactions, including any request Company in connection with this Section 5; and (ii) information provided by the Purchaser in writing specifically for amendments or supplements to inclusion in the Proxy Statement or for additional informationwill not, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review at the time the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration is mailed to the additionsCompany Stockholders and at the time of the Company Stockholder Meeting contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, deletions or changes suggested thereto by Indigo Parent and its counselin light of the circumstances under which they are made, not misleading.

Preparation of Proxy Statement. As promptly as reasonably practicable following the date hereof, Monsoon shall the Company and Parent will cooperate in preparing and each will cause to be filed with the SEC mutually acceptable proxy materials that constitute the joint proxy statement/prospectus relating to the matters to be submitted to the stockholders of the Company at the Company Stockholders Meeting and the matters to be submitted to the stockholders of Parent at the Parent Stockholders Meeting (such proxy statement/prospectus, and any amendments or supplements thereto, the "Joint Proxy Statement/Prospectus") and Parent will prepare and file with the applicable Governmental Entities SEC a registration statement on Form S-4 with respect to the issuance of Parent Common Stock in the Merger (such Form S-4, and deliverany amendments or supplements thereto, the "Form S-4"). The Joint Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4 as Parent's prospectus. Each of Parent and the Company will use reasonable best efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated hereby and thereby. Parent and the Company will, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Joint Proxy Statement/Prospectus or Form S-4 received from the SEC. The parties will cooperate and provide the other with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC, and will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both parties, which approval will not be unreasonably withheld or delayed; provided that with respect to documents filed by a party which are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval will apply only with respect to information relating to the other party or its business, financial condition or results of operations. Parent will use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be deliveredmailed to Parent stockholders, and the Company will use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent will also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Merger and each of the Company and Parent will furnish all information concerning it and the holders of the Monsoon Ordinary Shares, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent shall furnish all information its capital stock as may be reasonably requested by Monsoon and its advisers in connection with any such action. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the preparationMerger for offering or sale in any jurisdiction, filing and distribution or any request by the SEC for amendment of the Joint Proxy Statement and any necessary amendments Statement/Prospectus or supplements theretothe Form S-4. If at any time prior to the Closing Effective Time any information relating to Monsoon Parent or Indigo Parentthe Company, or any of their respective Affiliatesaffiliates, directors officers or officersdirectors, should be discovered by Monsoon Parent or Indigo Parent the Company, which information should be set forth in an amendment or supplement to either the Form S-4 or the Joint Proxy Statement, /Prospectus so that any of such document documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that which discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon hereto and, to the extent required by applicable Law, delivered an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the holders stockholders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counselCompany.

Preparation of Proxy Statement. As promptly as practicable following the date hereof, Monsoon (a) The Company shall prepare and file with the applicable Governmental Entities and deliver, or cause to be delivered, to the holders of the Monsoon Ordinary Shares, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent shall furnish all information as may be reasonably requested by Monsoon and its advisers in connection with the preparation, filing and distribution of the Proxy Statement and any necessary amendments or supplements thereto. If at any time prior with the SEC pursuant to the Closing any information relating to Monsoon or Indigo ParentExchange Act no later than August 2, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which should be set forth in an amendment or supplement to the Proxy Statement, so 2004; provided that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, to the extent required by applicable Law, delivered to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent Holding and its counsel shall be given a reasonable opportunity prior to such filing to review and comment on the Proxy Statement prior to the filing thereof with the SEC. The Company will cause the Proxy Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder, including Regulation 14C and Rule 14f-1 of the Exchange Act, and will provide notice to Holding, promptly after receiving notice thereof, of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. The Company agrees to use its commercially reasonable efforts, after consultation with Holding, to respond promptly to any comments or requests made by the SEC with respect to the Proxy Statement. No filing of, or amendment or supplement (including by incorporation by reference) to, or correspondence to the SEC or its staff with respect to, the Proxy Statement will be made by the Company without the approval of Holding, which approval shall not be unreasonably withheld or delayed; provided that with respect to documents filed by the Company which are incorporated by reference in the Proxy Statement, this right of approval shall apply only with respect to information relating to Holding, Comsys or their respective businesses, financial condition or results of operations, or this Agreement or the transactions contemplated hereby. (b) Holding and Comsys agree to use their commercially reasonable efforts to cooperate and to provide the Company with such information as it may reasonably request in connection with the preparation of the Proxy Statement. Each party agrees promptly to supplement, update and correct any information provided by it for use in the Proxy Statement if and to the extent that it is or shall have become incomplete, false or misleading. (c) The Company will use commercially reasonable efforts to cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after the date that the SEC completes its review of the Proxy Statement or, if the SEC chooses not to review the Proxy Statement, within five days after the date that the SEC notifies the Company that it will not review the Proxy Statement. (d) The Company shall, as soon as practicable after the date hereof, and in accordance with the Company Charter, Company Bylaws and applicable law, establish a record date (which will be as soon as practicable after the date hereof) for, duly call, give notice of, convene and hold a meeting of its stockholders (the "COMPANY STOCKHOLDERS MEETING") solely for the purpose of considering and taking action upon (i) this Agreement, (ii) the amendment and restatement of the Company Charter and (iii) the Staffing Disposition, provided, however, that the Company may elect to include for consideration at the Company Stockholders Meeting (and include in the Proxy Statement) (x) its annual election of directors and (y) the ratification of its auditors for fiscal 2004. Notwithstanding anything herein to the contrary, and subject to applicable law and applicable NASD rules, the Company may, provided it has fully complied with Sections 6.1(a), (b) and (c), hold its Company Stockholders Meeting at a time of its choosing, provided, however, that such Company Stockholders Meeting shall be held not later than 30 days following the mailing by the Company of its Proxy Statement to the Company Stockholders or such shorter period as necessary to ensure that the Company Stockholders Meeting is held no later than five business days before the expiration date of the Commitment Letter as set forth in the Commitment Letter. Once the Company Stockholders Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Stockholders Meeting without the consent of Holding, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that the Company may so postpone or adjourn the Company Stockholders Meeting without the consent of Holding under the following circumstances: (A) for the absence of a quorum, or (B) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Company believes in good faith is necessary under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company's stockholders prior to the Company Stockholders Meeting, or (C) in the event the Board of Directors of the Company withdraws, modifies or changes in accordance with the terms of this Agreement its recommendation that this Agreement and the Merger are in the best interests of the Company and its stockholders; provided, further, that in the event that the Company Stockholders Meeting is delayed to a date after the Termination Date (as defined in Section 8.1(b)) as a result of either (A) or (B) above, then the Termination Date shall be extended to the fifth business day after such date). Each of the proposals set forth in clauses (i) through (iii) shall be conditioned upon approval of all of the other proposals set forth in clauses (i) through (iii), and no such proposal shall be implemented unless all four proposals are implemented, and the Company shall include statements to that effect in the Proxy Statement. The Board of Directors of the Company shall declare that this Agreement and the Merger and each of the matters set forth in clauses (ii) and (iii) above are advisable and in the best interests of the Company and its stockholders and recommend that this Agreement and each of the matters set forth in clauses (ii) and (iii) above be approved by the stockholders of the Company and include in the Proxy Statement a copy of such recommendations; provided, however, that the Board of Directors of the Company may withdraw, modify or change its recommendation with respect to this Agreement, the Merger and/or any of the other matters set forth in clauses (ii) or (iii) above if, but only if it has determined in good faith, after consultation with outside counsel, that withdrawal, modification or change of any such recommendation is, in the good faith judgment of the Board of Directors of the Company, required by the Board of Directors to comply with its fiduciary duties imposed by applicable law. Unless the Board of Directors of the Company has withdrawn or modified its recommendation of this Agreement and any amendments of the matters contained in clauses (ii) or supplements thereto (iii) above in compliance with this Section 6.1(d), the Company shall use its commercially reasonable best efforts to solicit from stockholders of the Company proxies in favor of (i) the adoption of this Agreement, (ii) the amendment and Monsoon restatement of the Company Charter and (iii) the approval of the Staffing Disposition, and shall give due consideration take all other commercially reasonable action necessary or advisable to secure the vote or consent of stockholders required by applicable law to effect the Merger and other transactions contemplated by this Agreement. (e) As soon as practicable (and in any event not later than one business day) following the execution of this Agreement: (i) Holding will obtain from the Holding Stockholders the Holding Stockholder Consent and promptly deliver to the additions, deletions or changes suggested thereto by Indigo Parent Company a true and its counselcorrect copy thereof; and (ii) The Company will execute the Merger Sub Stockholder Consent and promptly deliver to Comsys a true and correct copy thereof.

Preparation of Proxy Statement. As promptly soon as practicable following after the date hereof (and in any event, but subject to Parent’s timely performance of its obligations under Section 6.03(b), within 15 Business Days hereof), Monsoon the Company shall prepare and file with the applicable Governmental Entities and deliver, or shall cause to be delivered, to filed with the holders of the Monsoon Ordinary Shares, SEC in preliminary form a proxy statement relating to be used to seek the Monsoon Shareholder Approval Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). Indigo Parent Except as expressly contemplated by Section 6.02(e), the Proxy Statement shall furnish all information as may be reasonably requested by Monsoon include the Recommendation with respect to the Merger, the Fairness Opinion (if not withdrawn, and its advisers in connection with subject to the preparationconsent of ▇▇▇▇▇▇▇, filing ▇▇▇▇▇ & Co.) and distribution a copy of Section 262 of the DGCL. The Company will cause the Proxy Statement, at the time of the mailing of the Proxy Statement and or any necessary amendments or supplements thereto. If at , to not contain any time prior to the Closing any information relating to Monsoon or Indigo Parent, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that such document would not include any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no agreement, representation or warranty is made by the party that discovers such Company with respect to information supplied by Parent or Sub for inclusion or incorporation by reference in the Proxy Statement. The Company shall cause the Proxy Statement to comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder and to satisfy all rules of the NYSE. The Company shall promptly notify Parent and Sub upon the other party and an appropriate amendment receipt of any comments from the SEC or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, to the extent required by applicable Law, delivered to the holders staff of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement SEC or any request from the SEC or the staff of the Transactions, including any request SEC for amendments or supplements to the Proxy Statement, and shall provide Parent and Sub with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, and the Company shall provide Parent and Sub and their respective counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff. Prior to the filing of the Proxy Statement or for additional informationthe dissemination thereof to the holders of Company Common Stock and the Class B Special Voting Share, in each case promptly after receipt or responding to any comments of such comments the SEC or requestthe staff of the SEC with respect thereto, and any written or oral responses thereto. Indigo the Company shall provide Parent and its counsel shall be given Sub a reasonable opportunity to review and to propose comments on such document or response. The Company shall give reasonable and good faith consideration to the comments of Parent and Sub and their counsel on the Proxy Statement and any amendments response to comments of the SEC or supplements thereto its Staff on the Proxy Statement, and Monsoon shall give due consideration not file or mail the Proxy Statement or any written response to such comments without the additionsconsent of Parent, deletions which consent will not be unreasonably withheld or changes suggested thereto by Indigo Parent and its counseldelayed.

Preparation of Proxy Statement. As (a) Parent will promptly furnish to the Company such data and information relating to it, its Subsidiaries (including Merger Sub) and the holders of Parent Capital Stock, as practicable the Company may reasonably request for the purpose of including such data and information in the Proxy Statement and any amendments or supplements thereto used by the Company to obtain the Company Shareholder Approval. (b) The Company and shall cause to be filed with the SEC, within 30 calendar days following the date hereof, Monsoon shall prepare and file with a mutually acceptable Proxy Statement relating to the applicable Governmental Entities and deliver, or cause matters to be delivered, submitted to the holders of Company Common Stock at the Monsoon Ordinary SharesCompany Shareholders Meeting, a proxy statement which will set forth the Merger Consideration and Exchange Ratios as finally determined pursuant to be used Section 3.1, The Company shall use commercially reasonable efforts to seek cause the Monsoon Shareholder Approval (Proxy Statement to comply with the “rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. The Company will advise Parent promptly after it receives any request by the SEC for amendment of the Proxy Statement”)Statement or comments thereon and responses thereto or any request by the SEC for additional information. Indigo Each of the Company and Parent shall furnish use commercially reasonable efforts to cause all information as may be reasonably requested by Monsoon and its advisers documents that it is responsible for filing with the SEC in connection with the preparationTransactions to comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing, filing and distribution of prior to or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company will (i) provide Parent with an opportunity to review and comment on such document or response (including the proposed final version of such document or response), (ii) include in such document or response all comments reasonably proposed by Parent and (iii) not file or mail such document or respond to the SEC prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that with respect to documents filed by a party that are incorporated by reference in the Proxy Statement, this right of approval shall apply only with respect to information relating to Parent, its Subsidiaries and its Affiliates, their business, financial condition or results of operations or the Transactions; and provided, further that the Company, in connection with any Company Change of Recommendation, may amend or supplement the Proxy Statement (including by incorporation by reference) and make other filings with the SEC, to effect such Company Change of Recommendation. (c) Parent and the Company each shall make all necessary amendments or supplements thereto. filings with respect to the Merger and the Transactions under the Securities Act and the Exchange Act and applicable blue-sky laws and the rules and regulations thereunder. (d) If at any time prior to the Closing Effective Time, any information relating to Monsoon Parent or Indigo Parentthe Company, or any of their respective Affiliates, directors officers or officersdirectors, should be discovered by Monsoon Parent or Indigo Parent which the Company that should be set forth in an amendment or supplement to the Proxy Statement, so that such document documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly be prepared and filed with the applicable Governmental Entities by Monsoon SEC and, to the extent required by applicable Law, delivered disseminated to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counselCompany Shareholders.

Preparation of Proxy Statement. (a) As promptly soon as reasonably practicable following after the date hereofof this Agreement, Monsoon the Company shall prepare and file with the applicable Governmental Entities and deliver, or SEC the Proxy Statement. The Company will use reasonable best efforts to cause the Proxy Statement to be delivered, disseminated to the holders of the Monsoon Ordinary Shares, a proxy statement as and to be used the extent required by applicable federal securities Laws. Subject to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent shall furnish all information as may be reasonably requested by Monsoon and its advisers in connection with the preparationSection 5.2, filing and distribution of the Proxy Statement will contain the Company Recommendation and any necessary amendments the opinion of the Financial Advisor described in Section 3.17, and the Company shall use reasonable best efforts to obtain the Shareholder Approval. Without limiting the foregoing, the Company shall engage a proxy solicitation firm and information agent, actively attempt to contact and obtain votes from the Company’s shareholders (including its retail shareholders with meaningful holdings of Shares), and work with the Company’s transfer agent and inspector of elections to facilitate obtaining the Shareholder Approval. (b) Parent and Merger Sub will provide for inclusion or supplements thereto. If at any time prior to incorporation by reference in the Closing any Proxy Statement of all required information relating to Monsoon Parent or Indigo Parentits Affiliates. Parent and its counsel shall be given the opportunity to review and comment on the Proxy Statement before it is filed with the SEC. In addition, the Company will provide Parent and its counsel, in writing, any comments or any of their respective Affiliatesother communications, directors whether written or officersoral, should be discovered by Monsoon that the Company or Indigo Parent which should be set forth in an amendment its counsel may receive from time to time from the SEC or supplement its staff with respect to the Proxy StatementStatement promptly after the receipt of such comments or other communications, so and will provide Parent and its counsel the opportunity to review and comment on the Company’s proposed response thereto. The Company will respond promptly to any such comments from the SEC or its staff. (c) Each of the Company, Parent and Merger Sub agrees to promptly (i) correct any information provided by it specifically for use in the Proxy Statement if and to the extent that such document would not information shall have become false or misleading in any material respect and (ii) supplement the information provided by it specifically for use in the Proxy Statement to include any misstatement of a material fact or omit to state any material fact information that shall become necessary in order to make the statements thereinin the Proxy Statement, in light of the circumstances under which they were made, not misleading, . The Company further agrees to cause the party that discovers such information shall Proxy Statement as so corrected or supplemented promptly notify the other party and an appropriate amendment or supplement describing such information shall promptly to be prepared and filed with the applicable Governmental Entities by Monsoon andSEC and to be disseminated to the holders of the Shares, in each case as and to the extent required by applicable Law, delivered to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counselfederal securities Laws.

Preparation of Proxy Statement. As (a) The Company, the Shareholders, Merger Sub, Parent and Saw Mill shall furnish to each other all information concerning such person or such person's business that is required for the Proxy Statement (as herein defined). Under the direct control of the Special Committee, the Company shall, as soon as practicable, prepare and file (after providing Merger Sub with a reasonable opportunity to review and comment thereon) preliminary proxy materials (including, without limitation, a Schedule 13e-3 filing) relating to the meeting of the holders of shares of Company Common Stock to be held in connection with the Merger (together with any amendments thereof or supplements thereto, the "Proxy Statement") with the SEC and shall use its best efforts to respond to any comments of the SEC (after providing Merger Sub with a reasonable opportunity to review and comment thereon) and to cause the Proxy Statement to be mailed to the Company's shareholders as promptly as practicable following after responding to all such comments to the satisfaction of the staff; provided, that, subject to Saw Mill's, Parent's and Merger Sub's compliance with the immediately preceding sentence, in no event shall the Company file the Proxy Statement with the SEC any later than the date forty-five (45) days after the date hereof. The Company shall notify Merger Sub promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Merger Sub with copies of all correspondence between the Company or any of its representatives, Monsoon shall prepare on the one hand, and file the SEC, on the other hand, with respect to the Proxy Statement or the Transactions. The Company will cause the Proxy Statement to comply in all material respects with the applicable Governmental Entities provisions of the Exchange Act and deliver, or cause to be delivered, the rules and regulations thereunder applicable to the holders Proxy Statement and the solicitation of proxies for the Monsoon Ordinary Shares, a proxy statement Shareholders' Meeting (including any requirement to be used to seek amend or supplement the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent ) and each party shall furnish all to the other such information relating to it and its affiliates and the Transactions and such further and supplemental information as may be reasonably requested by Monsoon and its advisers in connection with the preparation, filing and distribution of the Proxy Statement and any necessary amendments or supplements theretoother party. If at any time prior to the Closing Shareholders Meeting there shall occur any information relating to Monsoon or Indigo Parent, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which event that should be set forth in an amendment or supplement to the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information Company shall promptly notify the other party prepare and mail to its shareholders such an appropriate amendment or supplement; provided, that no such amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, to the extent required by applicable Law, delivered to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any will be made by the Company without providing the Merger Sub the reasonable opportunity to review and comment thereon and without the approval of Merger Sub, which approval shall not be unreasonably withheld. To the Transactionsextent practicable, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent Special Committee and its counsel shall be given a reasonable opportunity permit Merger Sub and its counsel and the Company and its counsel to review participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the Transactions; provided that in the event that such participation by Merger Sub or the Company is not practicable, the Special Committee shall promptly inform Merger Sub and the Company of the content of all such communications and the participants involved therein. (b) Subject to the provisions of Section 7.05 and Section 9.01, the Company agrees to include in the Proxy Statement and the recommendation of the Company's Board of Directors, subject to any amendments modification, amendment or supplements thereto and Monsoon withdrawal thereof as provided in this Agreement. The Proxy Statement shall give due consideration to contain a copy of the additions, deletions or changes suggested thereto by Indigo Parent and its counselLehm▇▇ Opinion.

Preparation of Proxy Statement. (a) As promptly as practicable following the date hereofof this Agreement (but in any event not later than twenty-five (25) Business Days thereafter), Monsoon the Company shall prepare the Proxy Statement and after consultation with, and approval by Parent, file the preliminary Proxy Statement with the applicable Governmental Entities SEC. The Company shall use its reasonable best efforts to (i) obtain and deliver, or cause furnish the information required to be deliveredincluded by the SEC in the Proxy Statement, respond, after consultation with Parent, promptly to any comments made by the SEC with respect to the holders Proxy Statement, and (ii) promptly upon the earlier of (x) receiving notification that the SEC is not reviewing the preliminary Proxy Statement and (y) the conclusion of any SEC review of the Monsoon Ordinary Sharespreliminary Proxy Statement, cause a proxy statement definitive Proxy Statement to be used mailed to seek the Monsoon Shareholder Approval (Company’s stockholders and, if necessary, after the “definitive Proxy Statement shall have been so mailed, promptly circulate amended or supplemental proxy materials and, if required in connection therewith, resolicit proxies; provided, however, that no such amended or supplemental proxy materials will be filed with the SEC or mailed by the Company without consultation and review by Parent. The Company shall promptly notify Parent of the receipt of any comments from the SEC and of any request from the SEC for amendments or supplements to the Proxy Statement or for additional information, and shall promptly supply Parent with copies of all written correspondence between the Company or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Proxy Statement”), the Mergers or any of the other transactions contemplated by this Agreement. Indigo Parent shall furnish all information as may be reasonably requested by Monsoon and its advisers cooperate with the Company in connection with the preparation, filing and distribution preparation of the Proxy Statement, including furnishing to the Company any and all information regarding Parent, Merger Sub I, Merger Sub II, the Partnership and their respective Affiliates as may be required to be disclosed therein. The Proxy Statement shall contain the Company Recommendation, except to the extent that the Company Board shall have effected an Adverse Recommendation Change, as permitted by and any necessary amendments or supplements thereto. determined in accordance with Section 6.5(d). (b) If at any time prior to the Closing Company Stockholders Meeting any information event or circumstance relating to Monsoon the Company or Indigo Parent, Parent or any of their respective Affiliatessubsidiaries, directors or officerstheir respective officers or directors, should be discovered by Monsoon the Company or Indigo Parent which Parent, as the case may be, which, pursuant to Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement, so that such document the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information Company or Parent, as the case may be, shall promptly notify inform the other party hereto, and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon SEC and, to the extent required by applicable Law, delivered disseminated to the holders Company’s stockholders. All documents that the Company is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent Exchange Act and its counsel with copies of any written comments, the rules and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counselregulations thereunder.

Preparation of Proxy Statement. As promptly as practicable following after the date hereofof this Agreement, Monsoon the Company shall prepare and file with the applicable Governmental Entities and deliver, or cause to be delivered, to the holders of the Monsoon Ordinary Shares, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent shall furnish all information as may be , reasonably requested by Monsoon satisfactory to the Purchaser and its advisers in connection with special counsel, soliciting the preparation, filing and distribution approval of the Company’s common shareholders of the Transaction Documents (other than the Services Agreement) and the transactions contemplated thereby (the “Proposal”). The draft of such preliminary Proxy Statement shall be provided to the Purchaser and any necessary amendments or supplements thereto. If at any time special counsel to the Purchaser for their review no later than ten (10) Business Days following the date hereof and prior to the Closing filing of the preliminary Proxy Statement with the Commission. The Purchaser or the Purchaser’s special counsel shall provide any information relating comments in writing to Monsoon or Indigo Parent, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which should be set forth in an amendment or supplement counsel to the Proxy StatementCompany, so that ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, no later than four (4) Business Days after receipt of such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light draft of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, to the extent required by applicable Law, delivered to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect preliminary Proxy Statement (all comments to the Proxy Statement provided by the Purchaser or any the Purchaser’s special counsel shall be in the form of word for word proposed revisions and not general suggestions). The Company shall file with the Commission the preliminary Proxy Statement no later than five (5) Business Days following the date of the Transactions, including any request for amendments Company’s receipt of Purchaser’s or supplements to Purchaser’s special counsel’s comments thereto. The Company shall cause the Proxy Statement or for additional information, in each case promptly after receipt of such comments or requestto comply with the rules and regulations promulgated by the Commission, and shall use its best efforts to respond promptly to any written comments of the Commission or oral its staff, such responses thereto. Indigo Parent to be reasonably satisfactory to the Purchaser and its special counsel. Prior to responding to any comments of the Commission on such proxy materials, the Company shall furnish to the Purchaser and special counsel shall be given to the Purchaser a reasonable copy of any correspondence from the Commission relating to the proxy statement and the proposed response to the Commission’s comments and provide the Purchaser and special counsel to the Purchaser with the opportunity to review and comment on such proposed response to the Commission. The Company will use diligent efforts to cause the definitive Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to be mailed to its shareholders as promptly as practicable after filing with the additions, deletions or changes suggested thereto by Indigo Parent and its counselCommission.

Preparation of Proxy Statement. As promptly as practicable following Each of the date hereof, Monsoon Parties shall cooperate with each other in the preparation of the Proxy Statement (including the preliminary Proxy Statement) and any amendment or supplement to the preliminary Proxy Statement. The Company shall prepare and file with the applicable Governmental Entities and deliverSEC as promptly as reasonably practicable a preliminary Proxy Statement (but in no event later than fifteen (15) Business Days after the date of this Agreement); provided, or cause to be deliveredhowever, to that the holders of the Monsoon Ordinary Shares, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent Company shall furnish all information as may be reasonably requested by Monsoon and its advisers in connection with the preparation, filing and distribution of the such preliminary Proxy Statement to Parent and any necessary amendments or supplements thereto. If at any time prior to the Closing any information relating to Monsoon or Indigo Parent, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, to the extent required by applicable Law, delivered to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo give Parent and its legal counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the such preliminary Proxy Statement prior to filing with the SEC and any amendments or supplements thereto and Monsoon shall give due consideration to the accept all reasonable additions, deletions or changes suggested by Parent in connection therewith. The Company shall notify Parent of the receipt of any comments of the SEC staff with respect to the preliminary Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent as promptly as reasonably practicable copies of all written correspondence between the Company or any representative of the Company and the SEC with respect to the Proxy Statement. If comments are received from the SEC staff with respect to the preliminary Proxy Statement, the Company shall use its reasonable best efforts to respond as promptly as practicable to the comments of the SEC and to cause the Proxy Statement in definitive form to be cleared by Indigo the SEC. The Company shall provide Parent and its counsellegal counsel with a reasonable opportunity to review any amendment or supplement to the preliminary Proxy Statement prior to filing with the SEC and shall accept all reasonable additions, deletions or changes suggested by Parent in connection therewith. Parent shall promptly provide the Company with such information in its possession as may be required to be included in the Proxy Statement or as may be reasonably required to respond to any comment of the SEC staff. After all the comments received from the SEC have been cleared by the SEC staff and all information required to be contained in the Proxy Statement has been included therein by the Company, the Company shall file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed (including by electronic delivery if permitted) as promptly as practicable thereafter to its stockholders of record, as of the record date established by the Board.

Preparation of Proxy Statement. (a) As promptly soon as reasonably practicable following after the date hereofof this Agreement, Monsoon the Company shall prepare and file with the applicable Governmental Entities and deliver, or SEC the Proxy Statement. The Company will use reasonable best efforts to cause the Proxy Statement to be delivered, cleared by the SEC and disseminated to the holders of the Monsoon Ordinary Shares, a proxy statement as and to be used the extent required by applicable federal securities Laws. Subject to seek Section 5.2, the Monsoon Shareholder Approval Proxy Statement will contain the Company Board Recommendation. (b) Parent and Merger Sub will provide for inclusion or incorporation by reference in the “Proxy Statement”). Indigo Parent shall furnish all Statement information as may be reasonably requested by Monsoon and its advisers in connection with the preparation, filing and distribution of Company. The Company shall promptly furnish the preliminary Proxy Statement and the definitive Proxy Statement, and any necessary amendments or supplements thereto. If at any time prior , to the Closing any information relating Parent and give Parent and its legal counsel a reasonable opportunity to Monsoon or Indigo Parentreview and comment on such preliminary Proxy Statement, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which should be set forth in an amendment or supplement thereto, prior to filing with the SEC, and the Company shall consider in good faith all comments of Parent in connection therewith. In addition, the Company will provide Merger Sub and its counsel, in writing, with any comments, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy StatementStatement promptly after the receipt of such comments or other communications, so and the opportunity to review and comment on such comments. (c) Each of the Company, Parent and Merger Sub agrees to promptly (i) correct any information provided by it for use in the Proxy Statement if and to the extent that such document would not information shall have become false or misleading in any material respect and (ii) supplement the information provided by it specifically for use in the Proxy Statement to include any misstatement of a material fact or omit to state any material fact information that shall become necessary in order to make the statements thereinin the Proxy Statement, in light of the circumstances under which they were made, not misleading, . The Company further agrees to cause the party that discovers such information shall promptly notify the other party and an appropriate amendment Proxy Statement as so corrected or supplement describing such information shall promptly supplemented to be prepared and filed with the applicable Governmental Entities by Monsoon andSEC and to be disseminated to the holders of the Shares, in each case, as and to the extent required by applicable Law, delivered to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counselfederal securities Laws.

Preparation of Proxy Statement. (a) As promptly soon as reasonably practicable following after the date hereofof this Agreement, Monsoon the Company shall prepare and file with the applicable Governmental Entities and deliver, or SEC the Proxy Statement. The Company will use reasonable efforts to cause the Proxy Statement to be delivered, disseminated to the holders of the Monsoon Ordinary Shares, a proxy statement as and to be used the extent required by applicable federal securities Laws. Subject to seek the Monsoon Shareholder Approval (the “Proxy Statement”Section 5.2(d) and Section 5.2(e). Indigo Parent shall furnish all information as may be reasonably requested by Monsoon and its advisers in connection with the preparation, filing and distribution of the Proxy Statement will contain the Company Recommendation and any necessary amendments the Company shall use reasonable best efforts to obtain the Shareholder Approval. (b) Parent and Merger Sub will provide for inclusion or supplements thereto. If at any time prior to incorporation by reference in the Closing any Proxy Statement all reasonably required information relating to Monsoon Parent or Indigo Parentits Affiliates. Parent and its counsel shall be given the opportunity to review and comment on the Proxy Statement before it is filed with the SEC, and the Company will use it reasonable efforts to incorporate any such comments of Parent and/or its counsel prior to such filing. In addition, the Company will provide Parent and its counsel, in writing, any comments or any of their respective Affiliatesother communications, directors whether written or officersoral, should be discovered by Monsoon that the Company or Indigo Parent which should be set forth in an amendment its counsel may receive from time to time from the SEC or supplement its staff with respect to the Proxy StatementStatement promptly after the receipt of such comments or other communications, so and the opportunity to review and comment on such comments. The Company will respond promptly to any such comments from the SEC or its staff, and will use it reasonable efforts to incorporate any reasonable comments of Parent and/or its counsel prior to such response. (c) Each of the Company, Parent and Merger Sub agrees to promptly (i) correct any information provided by it specifically for use in the Proxy Statement if and to the extent that such document would not information shall have become false or misleading in any material respect and (ii) supplement the information provided by it specifically for use in the Proxy Statement to include any misstatement of a material fact or omit to state any material fact information that shall become necessary in order to make the statements thereinin the Proxy Statement, in light of the circumstances under which they were made, not misleading, . The Company further agrees to cause the party that discovers such information shall Proxy Statement as so corrected or supplemented promptly notify the other party and an appropriate amendment or supplement describing such information shall promptly to be prepared and filed with the applicable Governmental Entities by Monsoon andSEC and to be disseminated to the holders of the Shares (and will use it reasonable efforts to incorporate any reasonable comments of Parent and/or its counsel prior to such filing and dissemination), in each case as and to the extent required by applicable Law, delivered to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counselfederal securities Laws.

Preparation of Proxy Statement. As promptly as practicable following No later than 21 days after the date hereof, Monsoon Parent and the Company shall prepare prepare, and as promptly as practical thereafter the Company shall file with the applicable Governmental Entities and deliverSEC, or cause to be delivered, to the holders of the Monsoon Ordinary Shares, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent shall furnish all information as may be reasonably requested by Monsoon and its advisers in connection with the preparation, filing and distribution preliminary form of the Proxy Statement. Parent and the Company shall use commercially reasonable best efforts to have such Proxy Statement approved by the SEC as promptly as practicable after filing and, subject to Section 5.4 hereof, the Company shall schedule the Company Shareholders Meeting as soon as practicable thereafter. The Proxy Statement will, when prepared pursuant to this Section 7.6 and any necessary amendments or supplements thereto. If at any time prior mailed to the Closing Company’s shareholders, comply as to form and substance in all material respects with the applicable requirements of the 1934 Act. Each of Parent and the Company shall indemnify and hold harmless the other from any information relating obligations, claims or liabilities arising from any statement supplied by such party for inclusion in the Proxy Statement which, at the time such statement was made, is false or misleading with respect to Monsoon or Indigo Parentany material fact, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that such document would not include any misstatement of a material fact or omit omits to state any material fact necessary in order to make the statements thereinstatement, in light of the circumstances under which they were it was made, not false or misleading. The Proxy Statement shall include, among other things, a description of the fairness opinion received by the Company and a declaration of the Company’s Board of Directors of approval of the Merger, the party advisability of the Merger and its recommendation that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with Company’s Shareholders approve the applicable Governmental Entities by Monsoon andMerger, subject to the extent required by applicable Law, delivered to the holders right of the Monsoon Ordinary SharesCompany’s Board of Directors to withhold or revise recommendation of the Merger in accordance with Section 5.4 of this Agreement. Monsoon agrees to provide Indigo The Proxy Statement shall be reviewed and approved by Parent and its counsel with copies prior to the mailing of any written commentssuch Proxy Statement to the Company’s shareholders, and which approval shall inform Indigo Parent not be unreasonably withheld or delayed. Notwithstanding anything to the contrary that may be contained elsewhere in this Agreement, the Company may cease it efforts to obtain approval of any oral comments, that Monsoon the Proxy Statement by the SEC or its counsel may receive from time to time from any Governmental Entity postpone or its staff with respect to cancel the mailing of the Proxy Statement or any the holding of the TransactionsCompany Shareholder Meeting, without thereby violating or breaching this Agreement, but subject to the provisions of Section 9.4 hereof (to the extent applicable) if (i) the Company has receive a Superior Proposal (as defined in Section 5.4(b) above) or (ii) any event or circumstance has occurred that would entitle the Company to terminate this Agreement or change its recommendation with respect to approval of the Merger in a manner adverse to Parent, including any request for amendments or supplements to the Proxy Statement or for additional information, making by a third party of a Competing Proposal (as defined in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counselSection 9.1(h) below).

Preparation of Proxy Statement. As promptly soon as practicable following after the date hereof (and in any event within twenty (20) Business Days hereof), Monsoon the Company shall prepare and file with the applicable Governmental Entities and deliver, or shall cause to be delivered, to filed with the holders of the Monsoon Ordinary Shares, SEC in preliminary form a proxy statement relating to be used to seek the Monsoon Shareholder Approval Shareholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). Indigo Parent The Board of Directors of the Company shall furnish all information as make the Company Recommendation and shall include such Company Recommendation (and Fairness Opinion) in the Proxy Statement; provided, however, that the Board of Directors of the Company may be reasonably requested by Monsoon make a Company Adverse Recommendation Change pursuant to, and its advisers in connection with accordance with, Section 5.02. The Company will cause the preparationProxy Statement, filing and distribution at the time of the mailing of the Proxy Statement and or any necessary amendments or supplements thereto. If , and at the time of the Shareholders’ Meeting, to not contain any time prior to the Closing any information relating to Monsoon or Indigo Parent, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that such document would not include any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made by the party that discovers such Company with respect to information specifically supplied by Parent or Merger Sub, for inclusion or incorporation by reference in the Proxy Statement. The Company shall cause the Proxy Statement to comply in all material respects with the provisions of the Exchange Act and the California Code and to satisfy all rules of Nasdaq. The Company shall promptly notify Parent and Merger Sub upon the other party and an appropriate amendment receipt of any comments or supplement describing such information shall promptly be prepared and filed with requests from the applicable Governmental Entities by Monsoon andSEC, to the extent required by applicable Law, delivered to the holders staff of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of SEC or any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect other government officials related to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or requestStatement, and any written or oral responses thereto. Indigo shall promptly provide Parent and Merger Sub with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC, the staff of the SEC or any other government officials related to the Proxy, on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, and the Company shall provide Parent and Merger Sub and their respective counsel shall be given a reasonable opportunity to review and comment on any response to the SEC or its staff. Prior to the filing of the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration the dissemination thereof to the additionsholders of Company Common Stock, deletions or changes suggested thereto by Indigo the Company shall provide Parent and its counselMerger Sub a reasonable opportunity to review and to propose comments on such document.

Preparation of Proxy Statement. (a) As promptly as reasonably practicable following the date hereof, Monsoon and in any event within fifteen (15) Business Days after the date hereof, Fleetmatics shall prepare and file with the applicable Governmental Entities and deliverSEC preliminary proxy materials which shall constitute the Scheme Document, or cause which shall also constitute the proxy statement relating to the matters to be delivered, submitted to the holders of Fleetmatics Shareholders at the Monsoon Ordinary SharesCourt Meeting and the EGM (such Proxy Statement, a proxy statement to be used to seek the Monsoon Shareholder Approval (and any amendments or supplements thereto, the “Proxy Statement”). Indigo Parent Verizon and Bidco shall cooperate with Fleetmatics in the preparation of the Proxy Statement and furnish all information concerning Verizon or Bidco, as the case may be, that is required in connection with the preparation of the Proxy Statement. Fleetmatics shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC and to mail the Proxy Statement to its shareholders as promptly as practicable (and in any event within five (5) Business Days after the date of the resolution of any comments of the SEC or the staff of the SEC with respect to the preliminary Proxy Statement), to the extent required by applicable Law. Fleetmatics shall, as promptly as practicable after receipt thereof, provide Verizon with copies of any written comments and advise Verizon of any oral comments with respect to the Proxy Statement received from the SEC or the Staff of the SEC. Fleetmatics shall provide Verizon with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to filing such with the SEC, and Fleetmatics will promptly provide Verizon with a copy of all such filings made with the SEC. Each Party shall use its reasonable best efforts to take any action required to be taken by it under any applicable state securities Laws in connection with the Acquisition, and each Party shall furnish all information concerning it and the holders of its capital stock as may be reasonably requested by Monsoon and its advisers in connection with the preparationany such action. If, filing and distribution of the Proxy Statement and any necessary amendments or supplements thereto. If at any time prior to the Closing Effective Time, any information relating to Monsoon or Indigo Parentany of the Parties, or any of their respective Affiliates, directors officers or officersdirectors, should be discovered by Monsoon or Indigo Parent which either Party, and such information should be set forth in an amendment or supplement to the Proxy Statement, Statement so that such document documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party Party that discovers such information shall promptly notify the other party and Party and, to the extent required by Law, an appropriate amendment or supplement describing such information shall be promptly be prepared and filed with the applicable Governmental Entities by Monsoon SEC and, to the extent required by applicable Law, delivered disseminated to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counselFleetmatics Shareholders.

Preparation of Proxy Statement. (a) As promptly as reasonably practicable following the date hereof, Monsoon CME Holdings and CBOT Holdings shall prepare and file with the applicable Governmental Entities and deliver, or cause SEC mutually acceptable proxy materials that shall constitute the proxy statement/prospectus relating to the matters to be delivered, submitted to the holders stockholders of CME Holdings at the CME Holdings Stockholders Meeting and to the stockholders and members of CBOT Holdings and CBOT, respectively, at the CBOT Holdings Meetings (such proxy statement/prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”) and CME Holdings shall prepare and file the Form S-4. The Joint Proxy Statement/Prospectus will be included in and will constitute a part of the Monsoon Ordinary SharesForm S-4 as CME Holdings’ prospectus. The Form S-4 and the Joint Proxy Statement/Prospectus shall 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. (b) Each of CME Holdings and CBOT Holdings shall use commercially reasonable efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. (c) Each of CME Holdings and CBOT Holdings shall, as promptly as practicable after receipt thereof, provide the other Parties copies of any written comments and advise the other Parties of any oral comments, with respect to the Joint Proxy Statement/Prospectus received from the SEC. CME Holdings shall provide CBOT Holdings with a proxy statement reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 and any communications prior to filing such with the SEC and will promptly provide CBOT Holdings with a copy of all such filings and communications made with the SEC. (d) Each of CME Holdings, CBOT Holdings and CBOT shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be used mailed to seek its respective stockholders and members as soon as reasonably practicable after the Monsoon Shareholder Approval Form S-4 is declared effective under the Securities Act. CME Holdings shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the “Proxy Statement”). Indigo Parent Merger and each of CME Holdings, CBOT Holdings and CBOT shall furnish all information concerning it and the holders of its capital stock and membership interests, as applicable, as may be reasonably requested by Monsoon and its advisers in connection with any such action. Each Party will advise the other Parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the CME Holdings Class A Common Stock issuable in connection with the preparationMerger for offering or sale in any jurisdiction, filing and distribution or any request by the SEC for amendment of the Joint Proxy Statement and any necessary amendments Statement/Prospectus or supplements thereto. the Form S-4. (e) If at any time prior to the Closing Effective Time any information relating to Monsoon CME Holdings, CBOT Holdings or Indigo ParentCBOT, or any of their respective Affiliates, directors officers or officersdirectors, should be discovered by Monsoon CME Holdings, CBOT Holdings or Indigo Parent CBOT which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, /Prospectus so that any of such document documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party Party that discovers such information shall promptly notify the other party and Parties hereto and, to the extent required by Law, an appropriate amendment or supplement describing such information shall be promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, SEC and disseminated to the extent required by applicable Lawstockholders and members of CME Holdings, delivered to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent CBOT Holdings and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counselCBOT.

Preparation of Proxy Statement. (a) As promptly as reasonably practicable following the date hereof, Monsoon Parent and the Company shall prepare and file with the SEC mutually acceptable proxy materials that shall constitute the Proxy Statement/Prospectus (such proxy statement/prospectus, and any amendments or supplements thereto, the "Proxy Statement/Prospectus") and Parent shall prepare and file the Form S-4. The Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as Parent's prospectus. The Form S-4 and the Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable Governmental Entities provisions of the Securities Act and deliverthe Exchange Act and the rules and regulations thereunder. (b) Each of Parent and the Company shall use commercially reasonable efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. (c) Parent and the Company shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Proxy Statement/Prospectus received from the SEC. Parent shall provide the Company with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 and any communications prior to filing such with the SEC, and will promptly provide the Company with a copy of all such filings and communications made with the SEC. (d) The Company will use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be delivered, mailed to the holders Company's stockholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of the Monsoon Ordinary Shares, a proxy statement process) required to be used to seek taken under any applicable state securities laws in connection with the Monsoon Shareholder Approval (Share Issuance and the “Proxy Statement”). Indigo Parent Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested by Monsoon and its advisers in connection with any such action. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the preparationMerger for offering or sale in any jurisdiction, filing and distribution or any request by the SEC for amendment of the Proxy Statement and any necessary amendments Statement/Prospectus or supplements thereto. the Form S-4. (e) If at any time prior to the Closing Effective Time any information relating to Monsoon Parent or Indigo Parentthe Company, or any of their respective Affiliates, directors officers or officersdirectors, should be discovered by Monsoon Parent or Indigo Parent the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement, /Prospectus so that any of such document documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party and hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, SEC and disseminated to the extent required by applicable Law, delivered to the holders stockholders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counselCompany.

Preparation of Proxy Statement. As promptly If required by applicable Law in order to consummate the Merger, the Company shall, as soon as practicable following the date hereofAcceptance Time, Monsoon shall prepare and file with the applicable Governmental Entities SEC (after providing the Buyer with a reasonable opportunity to review and deliver, or cause to be delivered, to the holders of the Monsoon Ordinary Shares, comment thereon) a proxy statement relating to be used to seek the Monsoon Shareholder Approval Stockholders’ Meeting (the “Proxy Statement”). Indigo Parent The Company shall furnish all information as may be reasonably requested by Monsoon respond to any comments of the SEC or its staff (after providing the Buyer with a reasonable opportunity to review and its advisers in connection with the preparation, filing comment thereon) and distribution of shall cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after the resolution of any such comments. The Company shall promptly notify the Buyer of the receipt of any comments from the SEC and of any necessary request by the SEC for amendments or supplements theretoto the Proxy Statement or for additional information and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, the Agreement or the transactions contemplated by the Agreement. The Company will cause the Proxy Statement to comply in all material respects with applicable Law, including the applicable provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Closing Effective Time there shall occur any information relating to Monsoon or Indigo Parentevent, or any of their respective Affiliates, directors or officers, should there shall be discovered by Monsoon or Indigo Parent which any information, that should be set forth in an amendment or supplement to the Proxy Statement, Statement so that such document the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon parties hereto and, to the extent required by applicable Law, delivered to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon an appropriate amendment or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of supplement describing such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel information shall be given filed promptly by the Company with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement and any amendments Statement, this Agreement or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto transactions contemplated by Indigo Parent and its counselthe Agreement.

Preparation of Proxy Statement. As promptly as reasonably practicable following the date hereofof this Agreement, Monsoon Parent and the Company shall prepare prepare, and Parent shall file with the applicable Governmental Entities and deliverSEC, or cause to be delivered, to the holders of the Monsoon Ordinary Shares, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Each of Parent and the Company shall furnish all information as may be reasonably requested by Monsoon cooperate in the preparation and its advisers in connection with the preparation, filing and distribution of the Proxy Statement (including by the Company providing Parent with the financial statements and financial data of the Company necessary for inclusion in the Proxy Statement as well as any other information necessary amendments for Parent to prepare the pro forma financial statements required for the Proxy Statement). Parent shall provide the Company with the opportunity to review and comment on the Proxy Statement prior to its filing with the SEC. No filing of, or supplements theretoamendment or supplement to, the Proxy Statement will be made by Parent without providing the Company the opportunity to review and comment thereon. Parent will advise the Company promptly after it receives oral or written notice of any oral or written request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the Company with copies of any written communication from the SEC or any state securities commission. If at any time prior to the Closing First Effective Time any information relating to Monsoon Parent or Indigo Parentthe Company, or any of their respective Affiliates, directors officers or officersdirectors, should be is discovered by Monsoon Parent or Indigo Parent the Company which should be set forth in an amendment or supplement to the Proxy Statement, so that any of such document documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that which discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly be prepared and filed by Parent with the applicable Governmental Entities by Monsoon SEC, after the Company has had a reasonable opportunity to review and comment thereon, and, to the extent required by applicable Law, delivered disseminated to the holders respective stockholders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counselParent.

Preparation of Proxy Statement. As (a) Each of the Company and Parent shall cooperate with each other in the preparation of the Proxy Statement (including the preliminary Proxy Statement) and any amendment or supplement to the preliminary Proxy Statement. The Company shall promptly as practicable following the date hereof, Monsoon shall prepare and file with the applicable Governmental Entities SEC as promptly as reasonably practicable a preliminary Proxy Statement (and deliverin any event no later than 30 days following the date of this Agreement); provided, however, that the Company shall furnish such preliminary Proxy Statement to Parent and give Parent and its legal counsel a reasonable opportunity to review such preliminary Proxy Statement prior to filing with the SEC and shall cooperate with Parent with respect to additions, deletions or cause to be delivered, changes suggested by Parent in connection therewith. The Company shall promptly notify Parent of the receipt of any comments of the SEC staff with respect to the holders of the Monsoon Ordinary Shares, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent shall furnish all information as may be reasonably requested by Monsoon and its advisers in connection with the preparation, filing and distribution of the preliminary Proxy Statement and of any necessary amendments or supplements thereto. If at requests by the SEC for any time prior to the Closing any information relating to Monsoon or Indigo Parent, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which should be set forth in an amendment or supplement thereto or for additional information and shall provide to Parent, as promptly as reasonably practicable, copies of all written correspondence between the Company or any representative of the Company and the SEC with respect to the Proxy Statement. If comments are received from the SEC staff with respect to the preliminary Proxy Statement, so that such document would not include any misstatement of a material fact or omit the Company shall use its reasonable best efforts to state any material fact necessary respond as promptly as reasonably practicable to make the statements therein, in light comments of the circumstances under which they were made, not misleading, the party that discovers such information shall SEC. The Company will promptly notify the other party and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, to the extent required by applicable Law, delivered to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo supply Parent and its counsel with copies of all correspondence between the Company or any written commentsof its Representatives, on the one hand, and shall inform Indigo Parent the SEC or members of any oral commentsits staff, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff on the other hand, with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses theretoMerger. Indigo The Company shall provide Parent and its legal counsel shall be given with a reasonable opportunity to review any amendment or supplement to each of the preliminary and the definitive Proxy Statement prior to filing with the SEC and any amendments or supplements thereto and Monsoon shall give due consideration cooperate with Parent with respect to the additions, deletions or changes suggested thereto by Indigo Parent in connection therewith. Parent shall promptly provide the Company with such information as may be required to be included in the Proxy Statement or as may be reasonably required to respond to any comment of the SEC staff. After all the comments received from the SEC have been cleared by the SEC staff and all information required to be contained in the Proxy Statement has been included therein by the Company, the Company shall promptly file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed (including by electronic delivery if permitted) as promptly as practicable, to its counselstockholders of record, as of the record date established by the Board of Directors of the Company.

Preparation of Proxy Statement. As Each of the Company and Parent shall cooperate with each other in the preparation of the Proxy Statement (including the preliminary Proxy Statement) and any amendment or supplement to the preliminary Proxy Statement. The Company shall promptly as practicable following the date hereof, Monsoon shall prepare and file with the applicable Governmental Entities SEC a preliminary Proxy Statement (and deliverin any event no later than 30 days following the date of this Agreement); provided, or cause to be deliveredhowever, to that the holders of the Monsoon Ordinary Shares, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent Company shall furnish all information as may be reasonably requested by Monsoon and its advisers in connection with the preparation, filing and distribution of the such preliminary Proxy Statement to Parent and any necessary amendments or supplements thereto. If at any time prior to the Closing any information relating to Monsoon or Indigo Parent, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, to the extent required by applicable Law, delivered to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo give Parent and its legal counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the such preliminary Proxy Statement prior to filing with the SEC and any amendments or supplements thereto and Monsoon shall give due consideration to the accept all reasonable additions, deletions or changes suggested by Parent in connection therewith. The Company shall notify Parent of the receipt of any comments of the SEC staff with respect to the preliminary Proxy Statement and of any requests by the SEC for any amendment or supplement thereto by Indigo or for additional information and shall provide to Parent, as promptly as reasonably practicable, copies of all written correspondence between the Company or any representative of the Company and the SEC with respect to the Proxy Statement. If comments are received from the SEC staff with respect to the preliminary Proxy Statement, the Company shall respond as promptly as reasonably practicable to the comments of the SEC. The Company shall provide Parent and its counsellegal counsel with a reasonable opportunity to review any amendment or supplement to each of the preliminary and the definitive Proxy Statement prior to filing with the SEC and shall accept all reasonable additions, deletions or changes suggested by Parent in connection therewith. Parent shall promptly provide the Company with such information as may be required to be included in the Proxy Statement or as may be reasonably required to respond to any comment of the SEC staff. After all the comments received from the SEC have been cleared by the SEC staff and all information required to be contained in the Proxy Statement has been included therein by the Company, the Company shall file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed (including by electronic delivery if permitted) as promptly as reasonably practicable, to its stockholders of record, as of the record date established by the Board of Directors of the Company.

Preparation of Proxy Statement. As promptly soon as practicable following after the date hereof (and in any event, within fifteen (15) Business Days hereof), Monsoon the Company shall prepare prepare, and file with the applicable Governmental Entities and deliver, or shall cause to be delivered, to filed with the holders of the Monsoon Ordinary SharesSEC in preliminary form, a proxy statement relating to be used to seek the Monsoon Shareholder Approval Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). Indigo Parent The Proxy Statement shall furnish all information as may be reasonably requested by Monsoon (i) state that the Board of Directors has unanimously (A) approved this Agreement and its advisers the transactions contemplated hereby, (B) determined that this Agreement and the transactions contemplated hereby are fair to and in connection the best interests of the Company and the Company Stockholders, and (C) include the recommendation of the Board of Directors that the Company Stockholders vote to adopt this Agreement and approve the transactions contemplated thereby, including the Merger (such recommendation described in this clause (C) the “Recommendation”) (except to the extent that the Company effects a Recommendation Withdrawal in accordance with Section 7.5(d) of this Agreement); (ii) include a copy of the preparationFairness Opinion and (iii) include a copy of Section 262 of the DGCL. The Company will cause the Proxy Statement, filing and distribution at the time of the mailing of the Proxy Statement and or any necessary amendments or supplements thereto. If , and at the time of the Stockholders’ Meeting, not to contain any time prior to the Closing any information relating to Monsoon or Indigo Parent, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that such document would not include any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made by the party that discovers such Company with respect to information expressly supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement. The Company shall cause the Proxy Statement to comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder. The Company shall promptly notify Parent upon the other party and an appropriate amendment receipt of any comments from the SEC or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, to the extent required by applicable Law, delivered to the holders staff of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement SEC or any request from the SEC or the staff of the Transactions, including any request SEC for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or requestStatement, and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall respond as promptly as reasonably practicable to any written comments of the SEC or oral responses thereto. Indigo the staff of the SEC with respect to the Proxy Statement, and the Company shall provide Parent and its counsel shall be given a reasonable opportunity to review and propose comments on any written response to any such written comments of the SEC or its staff prior to filing such response. Prior to the filing of the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration the dissemination thereof to the additionsholders of Company Common Stock, deletions or changes suggested thereto by Indigo the Company shall provide Parent a reasonable opportunity to review and its counselto propose comments on the Proxy Statement.

Preparation of Proxy Statement. Offering Memorandum; Stockholders ---------------------------------------------------------------- Meeting. ------- (a) As promptly as reasonably practicable following the date hereof, Monsoon the Company and the Buyer Group shall prepare and file with cooperate in preparing acceptable materials which shall constitute the applicable Governmental Entities and deliver, or cause proxy statement relating to the matters to be delivered, submitted to the holders Company's stockholders at the Company's meeting of the Monsoon Ordinary Shares, a proxy statement to be used to seek the Monsoon Shareholder Approval stockholders (the “Proxy Statement”). Indigo Parent shall furnish all information as may be reasonably requested by Monsoon "Stockholders Meeting") and its advisers in connection with offering memorandum of MedSource relating to the preparationoffering of MedSource Shares (such proxy statement/offering memorandum, filing and distribution of the Proxy Statement and any necessary amendments or supplements thereto, the "Proxy Statement/Offering Memorandum"). The Company and the Buyer Group shall provide the other party with a reasonable opportunity to review and comment on any draft of the Proxy Statement/Offering Memorandum prior to delivery of the Proxy Statement/Offering Memorandum to the stockholders of the Company. The Company will use reasonable best efforts to cause the Proxy Statement/Offering Memorandum to be mailed to the Company's stockholders as promptly as practicable after acceptance of such by the Buyer Group. If at any time prior to the Closing Effective Time any information relating to Monsoon or Indigo Parentthe Company, the Buyer Group or any of their its respective Affiliatesaffiliates, directors officers, or officersdirectors, should be discovered by Monsoon or Indigo Parent one of the parties hereto, which information should be set forth in an amendment or supplement to the Proxy Statement, /Offering Memorandum so that such document it would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the such party that discovers such information shall promptly notify the other party and and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly be prepared disseminated to the stockholders of the Company. (b) The Company shall duly take all lawful action to call, give notice of, convene and filed hold a Stockholders Meeting on December 29, 2000, or such other date determined in accordance with the applicable Governmental Entities by Monsoon and, to the extent required by applicable Law, delivered to the holders mutual agreement of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent Company and its counsel with copies the Buyer Group, for the purpose of any written comments, obtaining the stockholder approval of the Merger and shall inform Indigo Parent take all lawful action to solicit the Stockholder Vote, regardless of any oral comments, that Monsoon whether or its counsel may receive from time to time from any Governmental Entity or its staff with respect to not the Proxy Statement or any Board of Directors of the Transactions, including any request for amendments or supplements to Company recommends adoption of this Agreement and the Proxy Statement or for additional information, in each case promptly after receipt transactions contemplated hereby by the stockholders of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counselCompany.

Preparation of Proxy Statement. (a) As promptly as practicable following after the date hereofexecution of this Agreement, Monsoon ITI shall prepare and file with the applicable Governmental Entities and deliver, or cause to be delivered, prepared and filed with the Securities and Exchange Commission a preliminary proxy statement relating to the holders of the Monsoon Ordinary Shares, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”)Merger. Indigo Parent SLC shall furnish all information concerning it and the holders of its capital stock as ITI may be reasonably requested by Monsoon and its advisers request in connection with the preparationpreparation thereof. ITI shall furnish a draft of the preliminary proxy statement and any proposed amendment or supplement thereto to SLC a reasonable time before its proposed filing date, and shall make such changes thereto prior to filing thereof as SLC shall reasonably request. Each of SLC and distribution of ITI shall use its reasonable best efforts to have the preliminary proxy statement cleared for use as promptly as practicable after such filing. As promptly as practicable after the Proxy Statement shall have been so cleared, ITI shall mail the Proxy Statement to its stockholders. ITI and its representatives shall allow SLC to participate in any necessary substantive communication with the SEC. (b) Each party to the Agreement hereby (i) consents to the use of its name and, on behalf of its Subsidiaries and affiliates, the names of such Subsidiaries and affiliates, and to the inclusion of financial statements and business information relating to such party and its Subsidiaries and affiliates (in each case, to the extent required by applicable securities laws) in the Proxy Statement, (ii) agrees to use its reasonable best efforts to obtain the written consent of any person or entity retained by it which may be required to be named (as an expert or otherwise) in such Proxy Statement (provided that reasonable best efforts, as used herein and elsewhere in this Agreement, shall not include expending money other than as is customary for professional advisors and reasonable expenses), (iii) agrees to cooperate, and agrees to use its reasonable efforts to cause its Subsidiaries and affiliates to cooperate, with any legal counsel, investment banker, accountant or other agent or representative retained by any of the parties specified in clause (i) in connection with the preparation of any and all information required, as determined after consultation with each party's counsel, by applicable securities laws to be disclosed in any such Proxy Statement, and (iv) agrees to notify the other promptly upon the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements thereto. to the Proxy Statement or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. (c) If at any time prior to the Closing Effective Time SLC discovers any information event or circumstance relating to Monsoon or Indigo Parent, SLC or any of their respective Affiliatesits Subsidiaries, directors or officersits officers or directors, should be discovered by Monsoon or Indigo Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information SLC shall promptly notify inform ITI of such event or circumstance. If at any time prior to the other party and Effective Time ITI discovers any event or circumstance relating to ITI or any of its Subsidiaries, or its or their respective officers or directors which should be set forth in an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, to the extent required by applicable Law, delivered to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement Statement, ITI shall inform SLC of such event or circumstance. Promptly upon discovery of or upon learning of any of the Transactions, including any request for amendments event or supplements circumstance required to be set forth in a supplement to the Proxy Statement or for additional informationStatement, in each case promptly after receipt of ITI and SLC shall prepare such comments or request, supplement and any written or oral responses thereto. Indigo Parent and its counsel shall cause it to be given a reasonable opportunity sent to review the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counselITI's stockholders.

Preparation of Proxy Statement. As promptly as (a) Within a reasonably practicable time following the date hereofof this Agreement and subject to each of Buyer’s and Sellers’ ability to provide the financial statements (taking into account “financial statement staleness” requirements) and such additional information required to be included in the Proxy Statement (as defined herein), Monsoon Buyer and the Sellers shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Buyer or the Sellers, as applicable), and Buyer shall file with the applicable Governmental Entities and deliver, or cause to be delivered, to the holders of the Monsoon Ordinary SharesSEC, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”) of Buyer which will be used for the Buyer stockholder meeting (the “Buyer Stockholder Meeting”) to solicit the Shareholder Approval of the Agreement and the transactions contemplated herein (the “Acquisition Matters”). Indigo Parent , including the issuance of the Closing Shares and Earn-Out Shares and other matters reasonably related to the Acquisition Matters, all in accordance with and as required by Buyer’s Organizational Documents, applicable law, and any applicable rules and regulations of the SEC and the Nasdaq Stock Market). (b) Each of Buyer and the Sellers shall furnish use its reasonable best efforts to: (i) cause the Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, in the case of the Sellers, using reasonable best efforts to provide the financial statements (audited and unaudited) of, and any other information with respect to, the Sellers and pro forma financial statements for all periods, and in the form, required to be included in the Proxy Statement under securities laws (after giving effect to any waivers received) or in response to any comments or requests from the SEC and to cause the Sellers’ independent auditor to deliver the required audit opinions and consents); (ii) promptly notify the Sellers upon receipt of, reasonably cooperate with each other with respect to and respond promptly to, any comments or requests of the SEC or its staff; (iii) promptly prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either of Buyer or the Sellers, as applicable) any amendments or supplements to the Proxy Statement in order to address comments or requests from the SEC or its staff; and (iv) resolve all comments or requests from the SEC or its staff with respect to the Proxy promptly as reasonably practicable after it is filed with the SEC; and keep the Proxy Statement compliant through the Closing and as long as is necessary in order to permit the consummation of the transactions contemplated by this Agreement. (c) Buyer, on the one hand, and each of the Sellers, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning the Buyer or each Seller, as applicable, and each of their respective affiliates and representatives that may be required or reasonably requested in connection with any action contemplated by Monsoon and its advisers this Section 6.15 or for inclusion in any other statement, filing, notice or application made by or on behalf of Buyer or the Sellers to the SEC or Nasdaq in connection with the preparationtransactions contemplated by this Agreement or any ancillary documents or as may be required in order to comply with any applicable SEC or Nasdaq filing requirements, filing and distribution including following the Closing, providing any required financial statements or delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith; provided, however, that neither Buyer nor any Seller shall use any such information for any purposes other than those contemplated by this Agreement or any ancillary document unless Buyer or the Sellers, as applicable, obtains the prior written consent of the Proxy Statement and other party. (d) If Buyer or any necessary amendments or supplements thereto. If at any time prior to the Closing Seller becomes aware of any information relating to Monsoon or Indigo Parent, or any of their respective Affiliates, directors or officers, that should be discovered by Monsoon or Indigo Parent which should be set forth disclosed in an amendment or supplement to the Proxy Statement, so then: (i) the Buyer or Seller, as applicable, shall promptly inform the other part(ies) thereof; (ii) the Sellers and Buyer shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either the Sellers or Buyer), an amendment or supplement to the Proxy Statement; and (iii) Buyer shall as promptly as practicable file such mutually agreed upon amendment or supplement with the SEC. (e) Buyer shall as promptly as practicable advise the Sellers of the suspension of the qualification of the Closing Shares or Earn-Out Shares (if any) for offering or sale in any jurisdiction, and Buyer and the Sellers shall each use its reasonable best efforts to have any such suspension lifted, reversed or otherwise terminated. Each of the Buyer and the Sellers shall use reasonable best efforts to ensure that such document would not include none of the information related to him, her or it or any misstatement of his, her or its affiliates or its or their respective representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the time the Proxy Statement is initially filed with the SEC, at each time at which it is amended or supplemented, or at the time it is disseminated to the stockholders of Buyer, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were are made, not misleading, . Buyer shall provide the party that discovers such information shall promptly notify Sellers the other party and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, to the extent required by applicable Law, delivered to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review all such documents within a reasonable time prior to filing and shall not file any such documents without the Proxy Statement and any amendments Sellers’s prior written consent, which consent shall not to be unreasonably withheld, conditioned or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counseldelayed.

Preparation of Proxy Statement. As promptly soon as practicable reasonably practicable, but in any event within 28 days following the date hereof, Monsoon shall Target shall, with the assistance and approval (not to be unreasonably withheld or delayed) of Zoetis prepare and file with the applicable Governmental Entities and deliver, or cause to be delivered, to the holders of the Monsoon Ordinary Shares, SEC a proxy statement to statement, which shall include the Scheme Document (as may be used to seek the Monsoon Shareholder Approval (amended or supplemented, the “Proxy Statement”), relating to the matters to be submitted to the Target Shareholders at the Scheme Meeting and the EGM. Indigo Parent Target shall furnish use all information reasonable endeavours to resolve all SEC comments and have the Proxy Statement cleared by the SEC as may promptly as is reasonably practicable following filing with the SEC and to mail the Proxy Statement to its shareholders as promptly as is reasonably practicable after such clearance, to the extent required by applicable Law. Target shall, as promptly as is reasonably practicable after receipt thereof, provide Zoetis with copies of any written comments and advise Zoetis of any oral comments with respect to the Proxy Statement received from the SEC. Each Party shall cooperate and Target shall provide Zoetis with a reasonable opportunity (which shall not be less than two Business Days from receipt of written notice from Target) to review and comment on any amendment or supplement to the Proxy Statement prior to filing such with the SEC, which comments shall be reasonably requested considered by Monsoon Target, and its advisers in connection Target will provide Zoetis with a copy of all such filings made with the preparationSEC (to the extent not otherwise made publicly available). Target will advise Zoetis, filing and distribution promptly after it receives notice thereof, of SEC clearance of the Proxy Statement and any necessary amendments or supplements theretoStatement. If If, at any time prior to the Closing any information relating to Monsoon or Indigo ParentEffective Time, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which should be set forth in an amendment or supplement to the Proxy Statement, Statement is necessary so that such document documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information Target shall promptly notify Zoetis and, to the other party and extent required by Law an appropriate amendment or supplement describing such information shall be promptly be prepared and filed with the applicable Governmental Entities by Monsoon SEC and, to the extent required by applicable Law, delivered disseminated to the holders Target Shareholders. To the extent that clearance of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any by the SEC might require that waivers and/or derogations in respect of the TransactionsTakeover Rules be sought and obtained from the Panel, including any request following discussion with Zoetis, Target shall make a submission for amendments such waiver or supplements to derogation at the Proxy Statement or for additional information, in each case promptly earliest opportunity after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given having provided Zoetis with a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto comment on such submission, which comments shall be reasonably considered and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto accommodated by Indigo Parent and its counselTarget.

Preparation of Proxy Statement. As promptly soon as reasonably practicable following the date hereofof this Agreement, Monsoon Earthstone shall prepare and file with the applicable Governmental Entities and deliver, or cause to be delivered, to the holders of the Monsoon Ordinary Shares, SEC a proxy statement containing the information specified in Schedule 14A of the Exchange Act to be used to seek the Monsoon Shareholder obtain Stockholder Approval (the “Proxy Statement”)) in preliminary form. Indigo Parent shall furnish all information as may be reasonably requested by Monsoon Earthstone will endeavor to provide copies of the proposed Proxy Statement to Seller such that Seller and its advisers representatives are afforded a reasonable amount of time prior to the dissemination or filing thereof to review such material and comment thereon in connection good faith prior to such dissemination or filing, and Earthstone shall reasonably consider in good faith any comments of such Persons and shall make Earthstone’s representatives available to discuss such comments with such Persons. Earthstone shall provide Seller and its representatives with copies of any written comments and inform them of the preparation, material terms of any oral comments that Earthstone or any of its representatives receive from the SEC or its staff with respect to the Proxy Statement within a commercially reasonable period after the receipt of such comments and shall give Seller a reasonable opportunity under the circumstances to review and comment in good faith on any proposed written or material oral responses to such comments and Earthstone shall reasonably consider in good faith any such comments. Earthstone shall use its reasonable best efforts to have the Proxy Statement cleared for use under the Exchange Act as promptly as practicable after such filing. Earthstone shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Earthstone Stockholders as promptly as practicable after the clearance is received from the SEC. Earthstone shall use commercially reasonable efforts to keep Seller informed throughout the process of filing and distribution of the Proxy Statement and any necessary amendments or supplements theretoStatement. If at any time prior to the Closing Date any information relating to Monsoon Buyer or Indigo ParentSeller, or any of their respective Affiliates, directors or officers, should be is discovered by Monsoon or Indigo Parent which any Party that should be set forth in an amendment or supplement to the Proxy Statement, Statement so that such document it would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party Party that discovers such information shall promptly notify the other party Parties hereto and an appropriate amendment or supplement describing such information shall be promptly be prepared and filed with the applicable Governmental Entities by Monsoon SEC and, to the extent required by applicable Law, delivered disseminated to the holders Earthstone Stockholders. Earthstone shall notify Seller of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies receipt of any written comments, comments from the SEC and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to request by the Proxy Statement or any of the Transactions, including any request SEC for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counsel.

Preparation of Proxy Statement. (a) As promptly as practicable following the date hereof, Monsoon Parent shall prepare and file with the applicable Governmental Entities and deliver, or cause to be deliveredfiled with the SEC, to the holders of the Monsoon Ordinary Shares, a proxy statement to be used Proxy Statement in order to seek the Monsoon Shareholder Approval Parent Stockholder Approvals. Company Stockholder and Company shall (x) use its reasonable best efforts to promptly furnish the “information required by the SEC or federal securities Laws to be included in the Proxy Statement”). Indigo Parent shall furnish all Statement concerning the Company Stockholder, Company and their Subsidiaries and (y) use its reasonable best efforts to provide such other information and assistance as may be reasonably requested by Monsoon and its advisers Parent or Parent’s outside legal counsel in connection with the preparation, filing and distribution of the Proxy Statement. Without limiting the foregoing, the Company Stockholder and Company shall provide to Parent (i) the Company Financial Statements and the Abbreviated Financial Statements and (ii) such other information relating to (A) the Company Stockholder, Company or their Subsidiaries or (B) the Acquisitions or the Persons or businesses acquired, or contemplated or in discussions to be acquired, by the Company Group pursuant to any Acquisition as Parent may reasonably request to be included in the Proxy Statement, including in connection with the preparation of pro forma financial statements to be included in the Proxy Statement, with all such information in the foregoing clauses (i) and (ii) to be in such form as shall comply with all applicable SEC requirements with respect to the Proxy Statement (collectively, the “Required Financial Information”). The Company Stockholder and Company shall update the Required Financial Information at such times as may be required by the SEC or applicable Law. Parent shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after filing and to cause the Proxy Statement to be mailed to the holders of Parent Common Shares as promptly as practicable after the Proxy Statement shall have been cleared by the SEC. Each Party shall also take any action required to be taken and make any necessary amendments filings under the Securities Act, the Exchange Act or supplements theretoany applicable state securities Laws in connection with the Transactions, this Agreement, the TestEquity Agreement or the Share Issuances. Parent shall provide the Company a reasonable opportunity to review and comment on all filings to be made by Parent with the SEC in connection with the Transactions and all mailings to the stockholders of Parent in connection with the Transactions before such filings are made or such mailings are sent, which comments Parent shall consider in good faith, acting reasonably. (b) If at any time prior to the Closing Closing, any Party discovers any information relating to Monsoon Parent, Company or Indigo Parentthe Company Group, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which officers that should be set forth in an amendment or supplement to the Proxy Statement, Statement so that such document documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party Party that discovers such information shall promptly notify the other party Parties and Parent shall promptly cause to be filed with the SEC an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, to the extent required by applicable Law, delivered disseminate such information to the holders stockholders of Parent. (c) The Parties shall notify each other promptly of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies receipt of any written commentscorrespondence, communications or comments from the SEC or the staff of the SEC and shall inform Indigo Parent of any oral comments, that Monsoon request by the SEC or its counsel may receive from time to time from any Governmental Entity or its the staff with respect to the Proxy Statement or any of the Transactions, including any request SEC for amendments or supplements to the Proxy Statement or for additional informationinformation and shall supply each other with (i) copies of all correspondence and a description of all material oral discussions between it or any of its respective Representatives, in each case promptly after receipt of such comments or requeston the one hand, and any written the SEC or oral responses theretothe staff of the SEC, on the other hand, with respect to the Proxy Statement or the Transactions and (ii) copies of all orders of the SEC relating to the Proxy Statement. Indigo Parent and its counsel Each Party shall be given provide the other Parties a reasonable opportunity to review and comment on all written responses by such Party to any such correspondence, communications or comments from the Proxy Statement and any amendments SEC or supplements thereto and Monsoon the staff of the SEC, which comments such Party shall give due consideration to the additionsconsider in good faith, deletions or changes suggested thereto by Indigo Parent and its counselacting reasonably.

Preparation of Proxy Statement. As promptly as reasonably practicable following the date hereof, Monsoon Seller shall prepare and file with the applicable Governmental Entities SEC proxy materials relating to obtaining the Required Seller Vote (such proxy materials, and deliverany amendments or supplements thereto, or cause to be delivered, to the holders of the Monsoon Ordinary Shares, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent Seller shall, promptly after receipt thereof, but in no event later than two business days after receipt thereof, provide Buyer copies of any written comments and advise Buyer of any oral comments with respect to the Proxy Statement received from the SEC. Seller shall furnish all information as may be reasonably requested by Monsoon cooperate and its advisers in connection provide Buyer with the preparation, filing a reasonable opportunity to review and distribution of comment on the Proxy Statement and any necessary amendments amendment or supplements theretosupplement thereto prior to filing such with the SEC, and will provide Buyer with a copy of all such filings made with the SEC. Seller will cause the Proxy Statement to be mailed to Seller’s stockholders as promptly as practicable after it has been cleared by the SEC. The Proxy Statement shall conform in all material respects to all applicable Laws. Seller will advise Buyer, promptly after it receives notice thereof, of the time when the Proxy Statement is cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Closing Effective Time any information relating to Monsoon or Indigo ParentSeller, Buyer or any of their respective Affiliates, directors officers or officersdirectors, should be or the Transaction is discovered by Monsoon Seller or Indigo Parent Buyer which should be set forth in an amendment or supplement to the Proxy Statement, Statement so that any of such document documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that which discovers such information shall promptly notify the other party and hereto and, to the extent required by applicable Laws, an appropriate amendment or supplement describing such information shall be promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, SEC and disseminated to the extent required by applicable Law, delivered to the holders stockholders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counselSeller.

Preparation of Proxy Statement. (a) As promptly as practicable following the date hereofof this Agreement, Monsoon Foreign Parent shall prepare and file with the applicable Governmental Entities and deliver, or cause to be delivered, to the holders of the Monsoon Ordinary Shares, SEC a preliminary proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent shall furnish all information as may be reasonably requested by Monsoon and its advisers ) in connection with the preparation, filing and distribution Foreign Parent Stockholders Meeting. The Company shall cooperate with Foreign Parent in connection with the preparation of the Proxy Statement and shall furnish all information concerning such party as Foreign Parent may reasonably request in connection with the preparation of the Proxy Statement. Parent shall use its reasonable best efforts to respond as promptly as practicable to any necessary amendments comments from the SEC with respect to the Proxy Statement and to cause the version of the Proxy Statement approved by the SEC to be mailed as promptly as practicable to the stockholders of Foreign Parent as provided in Section 5.5. Parent will use all commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 5.1 to comply in all material respects with applicable Legal Requirements. (b) All filings by Foreign Parent with the SEC in connection with the transactions contemplated hereby, including the Proxy Statement, and all mailings to Foreign Parent’s stockholders in connection with the Merger and transactions contemplated by this Agreement shall be subject to the prior review and comment by the Company (which shall not be unreasonably delayed). Foreign Parent shall (i) as promptly as practicable notify the Company of (A) the receipt of any comments from the SEC and all other written correspondence and oral communications with the SEC relating to the Proxy Statement and (B) any request by the SEC for any amendment or supplements theretoto the Proxy Statement or for additional information with respect thereto and (ii) supply the Company with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement or the Merger. If at any time prior to the Closing Effective Time any information relating to Monsoon the Company, Foreign Parent, Parent or Indigo ParentMerger Sub, or any of their respective Affiliates, directors or officers, should be is discovered by Monsoon the Company, Foreign Parent, Parent or Indigo Parent Merger Sub, which should is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading (including any assumptions underlying forward-looking information), then the party that which discovers such information shall promptly notify the other party parties and Foreign Parent shall, with the cooperation of the Company, prepare, disseminate and file, as applicable, an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, to the extent required by applicable Law, delivered to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counsel.

Preparation of Proxy Statement. As promptly soon as reasonably practicable following the date hereofof this Agreement, Monsoon Earthstone shall prepare and file with the applicable Governmental Entities and deliver, or cause to be delivered, to the holders of the Monsoon Ordinary Shares, SEC a proxy statement containing the information specified in Schedule 14A of the Exchange Act to be used to seek the Monsoon Shareholder obtain Stockholder Approval (the “Proxy Statement”)) in preliminary form. Indigo Parent shall furnish all information as may be reasonably requested by Monsoon Earthstone will endeavor to provide copies of the proposed Proxy Statement to Seller such that Seller and its advisers representatives are afforded a reasonable amount of time prior to the dissemination or filing thereof to review such material and comment thereon in connection good faith prior to such dissemination or filing, and Earthstone shall reasonably consider in good faith any comments of such Persons and shall make Earthstone’s representatives available to discuss such comments with such Persons. Earthstone shall use its reasonable best efforts to have the preparation, Proxy Statement cleared for use under the Exchange Act as promptly as practicable after such filing. Earthstone shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Earthstone Stockholders as promptly as practicable after the clearance is received from the SEC. Earthstone shall use commercially reasonable efforts to keep Seller informed throughout the process of filing and distribution of the Proxy Statement and any necessary amendments or supplements theretoStatement. If at any time prior to the Closing Date any information relating to Monsoon Buyer or Indigo ParentSeller, or any of their respective Affiliates, directors or officers, should be is discovered by Monsoon or Indigo Parent which any Party that should be set forth in an amendment or supplement to the Proxy Statement, Statement so that such document it would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party Party that discovers such information shall promptly notify the other party Parties hereto and an appropriate amendment or supplement describing such information shall be promptly be prepared and filed with the applicable Governmental Entities by Monsoon SEC and, to the extent required by applicable Law, delivered disseminated to the holders Earthstone Stockholders. Earthstone shall notify Seller of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies receipt of any written comments, comments from the SEC and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to request by the Proxy Statement or any of the Transactions, including any request SEC for amendments or supplements to the Proxy Statement or for additional information. After the Execution Date, in each case promptly after receipt Buyer shall commence preparation of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review draft of the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration registration statement with respect to the additions, deletions or changes suggested thereto by Indigo Parent and its counselStock Consideration in a manner consistent with the Registration Rights Agreement.

Preparation of Proxy Statement. As promptly as practicable following after the date hereofof this Agreement, Monsoon the Company shall prepare and file with the applicable Governmental Entities and deliver, or cause to be delivered, to the holders of the Monsoon Ordinary Shares, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent shall furnish all information as may be , reasonably requested by Monsoon satisfactory to the Purchaser and its advisers in connection with special counsel, soliciting the preparation, filing and distribution approval of the Company’s common shareholders of the Transaction Documents (other than the Services Agreement) and the transactions contemplated thereby (the “Proposal”). The draft of such preliminary Proxy Statement shall be provided to the Purchaser and any necessary amendments or supplements thereto. If at any time special counsel to the Purchaser for their review no later than ten (10) Business Days following the date hereof and prior to the Closing filing of the preliminary Proxy Statement with the Commission. The Purchaser or the Purchaser’s special counsel shall provide any information relating comments in writing to Monsoon or Indigo Parent, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which should be set forth in an amendment or supplement counsel to the Proxy StatementCompany, so that L▇▇▇▇ L▇▇▇▇▇▇ & S▇▇▇ LLP, no later than four (4) Business Days after receipt of such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light draft of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, to the extent required by applicable Law, delivered to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect preliminary Proxy Statement (all comments to the Proxy Statement provided by the Purchaser or any the Purchaser’s special counsel shall be in the form of word for word proposed revisions and not general suggestions). The Company shall file with the Commission the preliminary Proxy Statement no later than five (5) Business Days following the date of the Transactions, including any request for amendments Company’s receipt of Purchaser’s or supplements to Purchaser’s special counsel’s comments thereto. The Company shall cause the Proxy Statement or for additional information, in each case promptly after receipt of such comments or requestto comply with the rules and regulations promulgated by the Commission, and shall use its best efforts to respond promptly to any written comments of the Commission or oral its staff, such responses thereto. Indigo Parent to be reasonably satisfactory to the Purchaser and its special counsel. Prior to responding to any comments of the Commission on such proxy materials, the Company shall furnish to the Purchaser and special counsel shall be given to the Purchaser a reasonable copy of any correspondence from the Commission relating to the proxy statement and the proposed response to the Commission’s comments and provide the Purchaser and special counsel to the Purchaser with the opportunity to review and comment on such proposed response to the Commission. The Company will use diligent efforts to cause the definitive Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to be mailed to its shareholders as promptly as practicable after filing with the additions, deletions or changes suggested thereto by Indigo Parent and its counselCommission.

Preparation of Proxy Statement. (a) As promptly as practicable following after execution of this Agreement and in any event within forty-five (45) days after the date hereof, Monsoon the Company shall prepare and file with the SEC the Proxy Statement, which shall meet in all material respects the requirements of applicable Governmental Entities and deliverLaws, or cause to be delivered, to the holders of the Monsoon Ordinary Shares, a proxy statement to be used to seek the Monsoon Shareholder Approval (approval of the “Proxy Statement”)Company’s shareholders of this Agreement. Indigo Parent The Company shall furnish all information as may be reasonably requested respond promptly to any comments made by Monsoon and its advisers in connection the SEC with the preparation, filing and distribution of respect to the Proxy Statement and any necessary amendments preliminary version thereof filed by it. The Company shall promptly notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and shall provide to Parent copies of any written comments received from the SEC in connection with the Proxy Statement. Parent shall be provided an opportunity to review and comment on all filings with the SEC, including the Proxy Statement, and all mailings to the Company’s shareholders in connection with this Agreement or supplements theretothe Merger, and the Company shall give reasonable consideration to all comments proposed by Parent. Parent shall promptly provide any information or responses to comments or other assistance reasonably requested by the Company or the SEC in connection with the foregoing. (b) The Proxy Statement shall include, (i) subject to Section 6.03, the recommendation of the Company’s Board of Directors that the Company’s shareholders vote to approve this Agreement (the “Company Board Recommendation”), and (ii) the Fairness Opinion. The Company shall mail the Proxy Statement to its shareholders in sufficient time to enable the Company’s Shareholder Meeting to be held at the time or times set forth in Section 6.03. (c) The Company shall furnish Parent with all information concerning the Company and the holders of its capital stock and shall take such other action as Parent may reasonably request in connection with the payment of the Merger Consideration in accordance with Sections 1.06 and 1.09. If at any time prior to the Closing Effective Time any information event or circumstance relating to Monsoon or Indigo Parentthe Company, Parent or any of their respective Subsidiaries, Affiliates, officers or directors or officers, should be discovered by Monsoon or Indigo Parent which such Party that should be set forth in an amendment or a supplement to the Proxy Statement, so that such document would not include any misstatement of a material fact or omit Party shall promptly inform the other thereof and the Company shall promptly prepare and mail to state any material fact necessary to make the statements therein, in light shareholders of the circumstances under which they were made, not misleading, the party that discovers Company such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon supplement, and, to the extent if required by applicable Lawin connection therewith, delivered to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo resolicit proxies. (d) The Company and Parent and its counsel with copies of shall make any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff necessary filings with respect to the Proxy Statement or any of Merger under the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counselExchange Act.

Preparation of Proxy Statement. As promptly (a) The Company will, as soon as practicable following the date hereofof this Agreement and in any event within thirty (30) days after the date of this Agreement, Monsoon shall prepare and file with the applicable Governmental Entities SEC the Proxy Statement in preliminary form, and deliver, or cause the Company will use its reasonable best efforts to be delivered, respond as promptly as practicable to the holders any comments of the Monsoon Ordinary Shares, a proxy statement to be used to seek SEC or its staff with respect thereto. Each of Parent and the Monsoon Shareholder Approval (Company shall reasonably assist and cooperate with the “Proxy Statement”). Indigo Parent shall furnish all information as may be reasonably requested by Monsoon and its advisers other in connection with any of the actions contemplated by this Section 8.2, including the preparation, filing and distribution of the Proxy Statement and the resolution of any necessary amendments or supplements thereto. comments in respect thereof received from the SEC. (b) If at the Company determines that it is required to file any time prior to the Closing any information relating to Monsoon or Indigo Parent, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which should be set forth in an amendment or supplement to document other than the Proxy StatementStatement with the SEC in connection with the Transactions pursuant to applicable Law other than any document that relates to an Acquisition Proposal made by a person other than Parent or Merger Sub (such document, so that as amended or supplemented, an “Other Required Company Filing”), then the Company (with the assistance and cooperation of Parent and Merger Sub as reasonably requested by the Company) shall use its reasonable best efforts to promptly prepare and file such document would not include Other Required Company Filing with the SEC. The Company shall use its reasonable best efforts to cause the Proxy Statement and any misstatement of a Other Required Company Filing to comply as to form in all material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall promptly be prepared and filed respects with the applicable Governmental Entities by Monsoon and, to the extent required by applicable Law, delivered to the holders requirements of the Monsoon Ordinary SharesExchange Act and the rules of the SEC and NYSE. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel The Company may receive from time to time from any Governmental Entity or its staff with respect to not file the Proxy Statement or any Other Required Company Filing with the SEC without providing Parent and its counsel, to the extent practicable, a reasonable opportunity to review and comment thereon and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the other Parties or their respective counsel. (c) If Parent or Merger Sub determines that it (or any of its respective Affiliates) is required to file any document with the SEC in connection with the Transactions or the Company Shareholder Meeting pursuant to applicable Law (an “Other Required Parent Filing”), then Parent and Merger Sub (with the assistance and cooperation of the TransactionsCompany as reasonably requested by Parent) will use their respective reasonable best efforts to promptly prepare and file such Other Required Parent Filing with the SEC. Parent and Merger Sub will use their reasonable best efforts to cause any Other Required Parent Filing to comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules of the SEC. Neither Parent nor Merger Sub may file any Other Required Parent Filing with the SEC without providing the Company and its counsel, including to the extent practicable, a reasonable opportunity to review and comment thereon and Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the other Parties or their respective counsel. (d) The Company will notify Parent as promptly as practicable (and in any case no later than twenty-four (24) hours) of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or any Other Required Company Filing or for additional information, . Parent will notify the Company as promptly as practicable (and in each any case promptly after no later than twenty-four (24) hours) of the receipt of any comments from the SEC or its staff for amendments or supplements to any Other Required Parent Filing or for additional information. Each Party will supply the other Party with copies of all correspondence between such comments Party or requestany of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, any written Other Required Company Filing or oral responses theretoany Other Required Parent Filing, as applicable. Indigo Parent The Company and its counsel Affiliates, on the one hand, and Parent, Merger Sub and their respective Affiliates, on the other hand, shall be given provide the other Party a reasonable opportunity to review and comment on any written communication with the SEC or its staff with respect to the Proxy Statement Statement, any Other Required Parent Filing or any Other Required Company Filing, as the case may be, and any amendments or supplements thereto and Monsoon each Party shall give due consideration to the all reasonable additions, deletions or changes suggested thereto by Indigo Parent and its the other Parties or their respective counsel. (e) The Company will (i) establish a record date for the Company Shareholders Meeting so that the Company Shareholders Meeting can be held as promptly as possible following the mailing of the Proxy Statement, (ii) commence a broker search pursuant to Rule 14a-13 of the Exchange Act in connection therewith and (iii) subject to applicable Law, thereafter commence mailing the Proxy Statement to the Company’s shareholders promptly following the date (x) that is ten (10) days after filing the Proxy Statement in preliminary form if, prior to such date, the SEC does not provide comments or indicates that it does not plan to provide comments or (y) on which the SEC staff informs the Company that it has no further comments on the Proxy Statement (such date, the “SEC Clearance Date”). Subject to the terms and conditions of this Agreement, the Proxy Statement will include the Board Recommendation. (f) Following the SEC Clearance Date, the Company shall take all necessary actions, including in accordance with applicable Law, the Organizational Documents of the Company and the rules of the NYSE, to duly call, give notice of, convene and hold a meeting of holders of Common Shares (including any adjournment, recess, reconvening or postponement thereof, the “Company Shareholders Meeting”) for the purpose of obtaining the Company Shareholder Approval, as promptly as possible following the mailing of the Proxy Statement to the Company’s shareholders (which Company Shareholders Meeting shall in no event be scheduled initially for a date that is later than the fortieth (40th) day following the first mailing of the Proxy Statement to the holders of Common Shares without the prior written consent of Parent). Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn, recess, reconvene or postpone the Company Shareholders Meeting (i) for such period of time as the Company reasonably believes that such adjournment, recess, reconvening or postponement is necessary to ensure that any required supplement or amendment to the Proxy Statement that is required by applicable Law is provided to the holders of Common Shares within a reasonable amount of time in advance of the Company Shareholders Meeting, (ii) if the Company reasonably believes that as of the time for which the Company Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement), (x) there will be an insufficient number of Common Shares present (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting or (y) there will be an insufficient number of proxies to obtain approval of the Company Shareholder Approval (it being understood that the Company may not postpone or adjourn the Company Shareholders Meeting more than two (2) times pursuant to this clause (ii)), (iii) the Company Board has determined in good faith (after consultation with legal counsel) that such delay is required by applicable Law to comply with comments made by the SEC with respect to the Proxy Statement or to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by holders of Common Shares prior to the Company Shareholders Meeting and (iv) if such adjournment, recess, reconvening or postponement is required by Law or a court or other Governmental Entity of competent jurisdiction in connection with any Proceedings in connection with this Agreement or the Transactions or has been requested by the SEC or its staff; provided, that in the case of the foregoing clause (i) and clause (ii), unless agreed in writing by the Company and Parent, any single such adjournment, recess or postponement shall be for a period of no more than thirty (30) calendar days and ten (10) Business Days, respectively. The Company shall keep Parent updated with reasonable frequency with respect to proxy solicitation results. The Company Board shall use reasonable best efforts to obtain the Company Shareholder Approval.

Preparation of Proxy Statement. As promptly as reasonably practicable following after the date hereofhereof (and in any event within fifteen Business Days), Monsoon Parent shall prepare and file with the applicable Governmental Entities SEC the preliminary Proxy Statement in form and deliver, or cause substance reasonably satisfactory to be delivered, each of Parent and Buyer relating to the holders transactions contemplated hereby. Subject to the terms of the Monsoon Ordinary Sharesthis Agreement, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent shall furnish all information as may be reasonably requested by Monsoon and its advisers in connection with the preparation, filing and distribution of the Proxy Statement shall reflect the Recommendation and any necessary amendments or supplements theretoshall include a description of the other Board Actions. If at any time prior Buyer shall cooperate with Parent in the preparation of the preliminary Proxy Statement and the definitive Proxy Statement and shall furnish to Parent the Closing any information relating to Monsoon or Indigo ParentBuyer required by the Exchange Act. Parent shall use its commercially reasonable efforts, or after consultation with Buyer (and Buyer shall cooperate with Parent in good faith in connection therewith), to respond as promptly as practicable to any comments of their respective Affiliates, directors or officers, should the SEC and to cause the Proxy Statement in definitive form to be discovered by Monsoon or Indigo Parent which should be set forth in an amendment or supplement mailed to the Members at the earliest reasonably practicable time. Each of Parent and Buyer shall promptly correct any information provided by it for use in the Proxy Statement, so Statement if and to the extent that such document would not include any misstatement of a material fact it shall have become false or omit to state misleading in any material fact respect. Parent agrees to take all steps necessary to make cause the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall promptly Proxy Statement as so corrected to be prepared and filed with the applicable Governmental Entities by Monsoon andSEC and to be disseminated to holders of Units, in each case as, and to the extent extent, required by applicable Law, delivered to the holders of the Monsoon Ordinary SharesLegal Requirement. Monsoon agrees to Parent shall promptly provide Indigo Parent Buyer and its counsel 4832-2222-1976\19 with copies of any written comments, and shall inform Indigo Parent them of any oral comments, that Monsoon Parent or its counsel may receive from time to time from any Governmental Entity the SEC or its staff with respect to the Proxy Statement or any of the Transactions, (including any request by the SEC or its staff for any amendments or supplements to the preliminary Proxy Statement or for additional information, in each case promptly after receipt of such comments or requestthe definitive Proxy Statement), and any written Parent and Buyer shall cooperate in filing with the SEC or oral responses theretoits staff, and, if required, Parent shall mail to its members, as promptly as reasonably practicable, such amendment or supplement. Indigo Parent Buyer and its counsel shall be given a reasonable opportunity to review the Proxy Statement any written responses to such SEC comments and any amendments or supplements thereto and Monsoon Parent shall give due consideration to the reasonable additions, deletions or changes suggested thereto by Indigo Parent Buyer and its counsel. The Proxy Statement shall comply in all material respects with requirements of Legal Requirement.

Preparation of Proxy Statement. STOCKHOLDERS MEETINGS. (a) As promptly as reasonably practicable following the date hereof, Monsoon WAXS and STAR shall prepare (in form and substance reasonably satisfactory to each of WAXS and STAR) and file with the SEC proxy materials which shall constitute the joint proxy statement and prospectus in connection with the WAXS Stockholders Meeting and the STAR Stockholders Meeting (such proxy statement and prospectus, and any amendments or supplements thereto, the "JOINT PROXY STATEMENT/PROSPECTUS") and WAXS shall prepare (in form and substance reasonably satisfactory to each of WAXS and STAR) and file a registration statement on Form S-4 with respect to the issuance of WAXS Common Stock in the Merger (the "REGISTRATION STATEMENT"). The Joint Proxy Statement/Prospectus will be included in and will constitute a part of the Registration Statement as WAXS's prospectus. The Registration Statement and the Joint Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable Governmental Entities provisions of the Securities Act and deliverthe Exchange Act and the rules and regulations thereunder. Each of WAXS and STAR shall use reasonable efforts to have the Registration Statement declared effective by the SEC as promptly as reasonably practicable after filing with the SEC and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the actions contemplated thereby. WAXS and STAR shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Joint Proxy Statement/Prospectus received from the SEC. WAXS will provide STAR with a reasonable opportunity to review and comment on any amendment or supplement to the Registration Statement prior to filing such with the SEC, and will provide STAR with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Registration Statement shall be made without the approval of both parties, which approval shall not be unreasonably withheld or delayed; PROVIDED, that with respect to documents filed by a party which are incorporated by reference in the Registration Statement or Joint Proxy Statement/Prospectus, 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. WAXS will use reasonable efforts to cause the Joint Proxy Statements/Prospectus to be deliveredmailed to WAXS's stockholders, and STAR will use reasonable efforts to cause the holders of the Monsoon Ordinary Shares, a proxy statement Joint Proxy Statement/Prospectus to be used mailed to seek STAR's stockholders, in each case as promptly as practicable after the Monsoon Shareholder Approval Registration Statement is declared effective under the Securities Act. WAXS shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the “Proxy Statement”). Indigo Parent issuance of WAXS Common Stock and STAR shall furnish all information concerning STAR and the holders of STAR Common Stock as may be reasonably requested by Monsoon and its advisers in connection with any such action. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the WAXS Common Stock issuable in connection with the preparationMerger for offering or sale in any jurisdiction, filing and distribution or any request by the SEC for amendment of the Joint Proxy Statement and any necessary amendments Statement/Prospectus or supplements theretothe Registration Statement. If at any time prior to the Closing Effective Time any information relating to Monsoon WAXS or Indigo ParentSTAR, or any of their respective Affiliatesaffiliates, directors officers or officersdirectors, should be discovered by Monsoon WAXS or Indigo Parent STAR which should be set forth in an amendment or supplement to any of the Registration Statement or the Joint Proxy Statement, /Prospectus so that any of such document documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that which discovers such information shall promptly notify the other party and hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly be prepared and filed with the applicable Governmental Entities SEC and disseminated to the stockholders of WAXS and STAR. (b) Subject to Section 5.4, STAR shall, as promptly as reasonably practicable following the execution of this Agreement, duly take all lawful action to call, give notice of, convene and hold a meeting of its stockholders (the "STAR STOCKHOLDERS MEETING ") (which meeting the parties intend to be held no later than thirty (30) days following the date on which the Registration Statement has been declared effective by Monsoon andthe SEC) for the purpose of obtaining the Required STAR Vote with respect to the actions contemplated by this Agreement and shall take all lawful action to solicit the adoption of this Agreement by the Required STAR Vote. Subject to Section 5.4, the Board of Directors of STAR shall recommend adoption of this Agreement by the stockholders of STAR to the effect as set forth in Section 3.2(f), and shall not withdraw, modify or materially qualify in any manner adverse to WAXS such recommendation or take any action or make any statement in connection with the STAR Stockholders Meeting materially inconsistent with such recommendation (collectively, an "ADVERSE CHANGE IN THE STAR RECOMMENDATION"); provided, however, that the foregoing shall not prohibit accurate disclosure of factual information regarding the business, financial condition or results of operations of WAXS or STAR or the fact that an Acquisition Proposal has been made, the identity of the party making such proposal or the material terms of such proposal (provided, that the Board of Directors of STAR does not withdraw, modify or materially qualify in any manner adverse to WAXS its recommendation) in the Registration Statement or the Joint Proxy Statement/Prospectus, to the extent such information, facts, identity or terms is required to be disclosed therein under applicable law. (c) WAXS shall, as promptly as reasonably practicable following the execution of this Agreement, duly take all lawful action to call, give notice of, convene and hold a meeting of its stockholders (the "WAXS STOCKHOLDERS MEETING") (which meeting the parties intend to be held no later than thirty (30) days following the date on which the Registration Statement has been declared effective by applicable Law, delivered to the holders SEC) for the purpose of obtaining the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff Required WAXS Vote with respect to the Proxy Statement or any transactions contemplated by this Agreement and shall take all lawful action to solicit the approval of the Transactions, including any request for amendments or supplements transactions contemplated hereby by the Required WAXS Vote. The Board of Directors of WAXS shall recommend approval of the transactions contemplated hereby by the stockholders of WAXS to the Proxy Statement or for additional information, effect as set forth in each case promptly after receipt of such comments or requestSection 3.1(f), and shall not withdraw, modify or materially qualify in any written manner adverse to STAR such recommendation or oral responses thereto. Indigo Parent and its counsel take any action or make any statement in connection with the WAXS Stockholders Meeting materially inconsistent with such recommendation; provided, however, that the foregoing shall be given a reasonable opportunity to review not prohibit accurate disclosure of factual information regarding the Proxy Statement and any amendments business, financial condition or supplements thereto and Monsoon shall give due consideration to the additions, deletions operations of WAXS or changes suggested thereto by Indigo Parent and its counselSTAR.

Preparation of Proxy Statement. As promptly soon as practicable following after the date of this Agreement (and in any event, within twenty (20) Business Days hereof, Monsoon assuming the Company has received all required information from Parent), the Company shall prepare and file with the applicable Governmental Entities and deliver, or shall cause to be delivered, to filed with the holders of the Monsoon Ordinary Shares, SEC in preliminary form a proxy statement relating to be used to seek the Monsoon Shareholder Approval Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). Indigo Parent Except as expressly contemplated by Section 5.02(e), the Proxy Statement shall furnish all information as may be reasonably requested by Monsoon include the Company Board Recommendation with respect to the Merger. Each of Parent, Silk USA and its advisers Merger Sub will cooperate with the Company in connection with the preparation, filing and distribution preparation of the Proxy Statement and any necessary amendments or supplements thereto. If at any time prior Statement, including by furnishing to the Closing any Company the information relating to Monsoon it and/or its Affiliates or Indigo Parent, or any of their respective Affiliates, directors or officers, should be discovered Representatives required by Monsoon or Indigo Parent which should the Exchange Act to be set forth in an the Proxy Statement promptly following any request therefor from the Company. The Company shall, assuming Parent’s compliance with its obligations under Section 6.01(b), cause the Proxy Statement, at the date of mailing to the Company’s stockholders, to comply as to form in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoing, the Company shall not file the Proxy Statement, or any amendment or supplement thereto, without providing Parent, Silk USA, Merger Sub or their counsel a reasonable opportunity to review and comment thereon (and such comments shall be reasonably considered by the Company); provided, that in connection with an Acquisition Proposal, a Superior Proposal, a Change in Company Board Recommendation, or an Intervening Event, so long as the only information contained therein with respect to Parent, Silk USA or Merger Sub relates to this Agreement or the transactions contemplated hereby or any other Acquisition Proposal made by Parent, Silk USA or Merger Sub, the Company’s only obligation shall be to provide to Parent a copy of such filing, or amendment or supplement thereto, in advance of filing. The Company shall promptly notify Parent of the receipt of any written or oral comments or substantive inquires received by the Company from the SEC or the staff thereof related to the Proxy Statement or any request for additional information. The Company shall promptly provide Parent with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff thereof, on the other hand, with respect to the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements thereinshall provide Parent, in light of the circumstances under which they were madeSilk USA, not misleading, the party that discovers such information shall promptly notify the other party Merger Sub and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, to the extent required by applicable Law, delivered to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its their counsel with copies of any written commentsresponses to be submitted by the Company in response to any comments or substantive inquiries from the SEC or the staff thereof and shall provide Parent, Silk USA and Merger Sub and their counsel a reasonable opportunity to review and comment thereon (and such comments shall be reasonably considered by the Company); provided, that in connection with an Acquisition Proposal, a Superior Proposal, a Change in Company Board Recommendation, or an Intervening Event, so long as the only information contained therein with respect to Parent, Silk USA or Merger Sub relates to this Agreement or the transactions contemplated hereby or any other Acquisition Proposal made by Parent, Silk USA or Merger Sub, the Company’s only obligation shall be to provide to Parent a copy of such written response in advance of submission to the SEC or the staff thereof. The Company shall use its reasonable best efforts to resolve, and shall inform Indigo Parent of any oral commentseach Party agrees to consult and cooperate with the other Parties and use reasonable best efforts in resolving, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff all SEC comments with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements as promptly as practicable after receipt thereof and to cause the Proxy Statement or for additional information, in each case definitive form to be cleared by the SEC as promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review as reasonably practicable following the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counselfiling thereof.

Preparation of Proxy Statement. (a) As promptly soon as practicable following after the date hereofexecution of this Agreement, Monsoon Seller shall prepare and file with the applicable Governmental Entities and deliver, or cause to be delivered, to filed with the holders of the Monsoon Ordinary Shares, a SEC preliminary proxy statement to be used to seek the Monsoon Shareholder Approval materials (the “Proxy Statement”)) for the solicitation of approval of the shareholders of Seller of (i) the Contemplated Transactions and (ii) the amendment of Seller’s amended and restated charter to change its corporate name to one which is not the same as or similar to its present name or any other trademark or trade style or name now or then used by Operating Company (collectively, the “Shareholder Approval”) and for the election of directors and such other matters as Seller and Buyer may reasonably agree. Indigo Parent Subject to compliance by Buyer with its covenants in this Section 6.3, Seller shall cause the Proxy Statement related thereto to materially comply with applicable law and the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and Seller shall use reasonable best efforts to cause the Proxy Statement to be mailed to Seller’s shareholders as promptly as practicable. Each party shall promptly furnish to the other party all information as concerning itself, its shareholders and its affiliates that may be required or reasonably requested by Monsoon and its advisers in connection with the preparation, filing and distribution of the Proxy Statement and any necessary amendments or supplements theretoaction contemplated by this Section. If at any time prior to the Closing any information event relating to Monsoon or Indigo Parentany party occurs, or if any party becomes aware of their respective Affiliatesany information, directors or officers, that should be discovered by Monsoon or Indigo Parent which should be set forth disclosed in an amendment or supplement to the Proxy Statement, so that then such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify inform the other party thereof and an appropriate shall cooperate with each other in filing such amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon SEC and, if appropriate, in mailing such amendment or supplement to the extent required by applicable Law, delivered to shareholders of Seller. The Proxy Statement shall include the holders recommendations of the Monsoon Ordinary SharesBoard of Directors of Seller in favor of Shareholder Approval. Monsoon agrees to provide Indigo Parent Buyer and its counsel advisors shall have a reasonable opportunity to review and comment on the proxy materials prior to any filing with copies the SEC. (b) Seller will notify Buyer promptly of the receipt of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive comments from time to time from any Governmental Entity the SEC or its staff with respect to the Proxy Statement or any other government official and of any requests by the Transactions, including SEC or its staff or any request other government official for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt and will supply Buyer with copies of all such comments or requestand any correspondence between Seller and its representatives, and the SEC or its staff or any written or oral responses other government official with respect thereto. Indigo Parent If at any time prior to the Closing Date, any event shall occur that should be set forth in an amendment of, or a supplement to, the Proxy Statement, Seller agrees promptly to prepare and file such amendment or supplement and to distribute such amendment or supplement as required by applicable law, including mailing such supplement or amendment to the shareholders of Seller. Buyer and its counsel advisors shall be given have a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement and prior to any amendments or supplements thereto and Monsoon shall give due consideration to filing with the additions, deletions or changes suggested thereto by Indigo Parent and its counselSEC.

Preparation of Proxy Statement. (a) As promptly as reasonably practicable following the date hereofAgreement Date, Monsoon shall the Company will prepare and file with the applicable Governmental Entities and deliver, or cause to be delivered, to SEC the holders preliminary form of the Monsoon Ordinary Shares, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo The Company shall use reasonable best efforts to cause the Proxy Statement to comply as to form and substance in all material respects with the requirements of applicable Law. The Parent shall furnish all information as may be Parties and the Company will reasonably requested by Monsoon and its advisers cooperate with one another in connection with the preparationpreparation of the Proxy Statement. The Parent Parties will furnish all information concerning the Parent Parties, filing SJL and distribution their Affiliates as is required to be included in the Proxy Statement. The Company will use reasonable best efforts to cause the Proxy Statement to be mailed to the shareholders of the Company as promptly as reasonably practicable after the Proxy Statement is cleared by the SEC. Subject to Section 5.2, the Proxy Statement will contain the Company Recommendation. (b) Each of the Parent and the Company will as promptly as reasonably practicable notify the other of (i) the receipt of any comments from the SEC and all other written correspondence and oral communications with the SEC relating to the Proxy Statement, and (ii) any request by the SEC for any amendment or supplement to the Proxy Statement or for additional information with respect thereto. (c) The Parent Parties and the Company will each use reasonable best efforts to efforts to respond as promptly as reasonably practicable to any (written or oral) comments of the SEC with respect to the Proxy Statement. Except with respect to any disclosure or communication that relates to a Takeover Proposal or a Change in Recommendation, the Company will provide Parent a reasonable opportunity to review and comment on the Proxy Statement and any necessary amendments amendment or supplements thereto. If at supplement thereto or any time substantive response to comments received from the SEC in respect thereof (including the proposed final version of such document or response), in each case, prior to the Closing mailing or submission thereof, and will give reasonable and good faith consideration to any comments thereon made by Parent or its counsel. (d) Until the Shareholder Approval is obtained, if any information relating to Monsoon or Indigo Parentthe Company, a Parent Party, SJL or any of their respective Affiliates, directors or officers, should be is discovered by Monsoon the Company or Indigo a Parent which Party that should be set forth in an amendment or supplement to the Proxy Statement, Statement so that such document the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party Party that discovers such information shall will promptly notify the other party Parties. The Company will promptly prepare and file with the SEC an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, to the extent required by applicable Lawfederal securities Laws, delivered disseminate such amendment to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any Shares as of the Transactions, including any request record date established for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counselShareholders Meeting.

Preparation of Proxy Statement. (a) As promptly soon as reasonably practicable following after the date hereofof this Agreement, Monsoon shall the Company shall, in cooperation with Parent, prepare and file with the applicable Governmental Entities SEC the Proxy Statement in preliminary form. The Company shall not file with the SEC the Proxy Statement or any amendments or supplements thereto without providing Parent a reasonable opportunity to review and deliver, or comment thereon (which comments shall be reasonably considered by the Company). The Company will use reasonable efforts to cause the Proxy Statement to be delivered, disseminated to the holders of the Monsoon Ordinary Shares, a proxy statement as and to be used the extent required by applicable federal securities Laws. Subject to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent shall furnish all information as may be reasonably requested by Monsoon and its advisers in connection with the preparationSection 5.2, filing and distribution of the Proxy Statement will contain the Company Recommendation. (b) Parent and Merger Sub will provide for inclusion or incorporation by reference in the Proxy Statement of all required information relating to Parent or its Affiliates. Parent and its counsel shall be given the opportunity to review and comment on the Proxy Statement before it is filed with the SEC. In addition, the Company will provide Parent and its counsel, in writing, any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such comments or other communications, and will provide Parent and its counsel with the opportunity to review and comment on the Company’s proposed response thereto. The Company will consult with Parent prior to responding to comments from the SEC or its staff, and shall respond promptly to any such comments after providing Parent a reasonable opportunity to review and comment thereon (which comments shall be reasonably considered by the Company). (c) Each of the Company, Parent and Merger Sub agrees to promptly (i) correct any information provided by it specifically for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect and (ii) supplement the information provided by it specifically for use in the Proxy Statement to include any information that shall become necessary amendments or supplements theretoin order to make the statements in the Proxy Statement, in light of the circumstances under which they were made, not misleading. If at any time prior to the Closing receipt of the Shareholder Approval there shall occur any information relating to Monsoon or Indigo Parent, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which event that should be set forth in an amendment or supplement to the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information Company shall promptly notify the other party Parent of such event, and in cooperation with Parent, prepare and mail to its stockholders such an appropriate amendment or supplement describing such information after providing Parent a reasonable opportunity to review and comment thereon (which comments shall be reasonably considered by the Company). The Company further agrees to cause the Proxy Statement, as so corrected or supplemented, promptly to be prepared and filed with the applicable Governmental Entities by Monsoon andSEC and to be disseminated to the holders of the Shares, in each case as and to the extent required by applicable Law, delivered to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counselfederal securities Laws.

Preparation of Proxy Statement. As (a) Company shall as promptly as practicable following the date hereofof this Agreement (but in no event later than ten (10) Business Days following the date of this Agreement (or such later date as Company and Buyer may mutually agree)) prepare, Monsoon shall prepare in consultation with Buyer, and file with the applicable Governmental Entities and deliver, or cause to be delivered, to the holders of the Monsoon Ordinary Shares, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent shall furnish all information as may be reasonably requested by Monsoon and its advisers in connection with the preparation, filing and distribution of SEC the Proxy Statement and any necessary amendments or supplements theretoin preliminary form. If at any time prior Company shall use all reasonable efforts to the Closing any information relating to Monsoon or Indigo Parent, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which should be set forth in an amendment or supplement to have the Proxy Statement, so that Statement be cleared by the SEC and its staff under the Exchange Act as promptly as practicable after such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information filing. Company shall promptly notify Buyer upon the other party and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, to the extent required by applicable Law, delivered to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent receipt of any oral comments, that Monsoon or its counsel may receive written comments from time to time from any Governmental Entity the SEC or its staff with respect to the Proxy Statement or any of request from the Transactions, including any request SEC or its staff for amendments or supplements to the Proxy Statement or for additional informationand shall promptly provide Buyer with copies of all written correspondence and a summary of all oral communications between it, in each case promptly after receipt of such comments or requeston the one hand, and any written or oral responses thereto. Indigo Parent the SEC and its counsel staff, on the other hand, relating to the Proxy Statement. Company shall be given cooperate with and provide Buyer with a reasonable opportunity to review and comment on the Proxy Statement and any substantive correspondence (including responses to SEC or staff comments), amendments or supplements thereto and Monsoon shall give due consideration to the additionsProxy Statement prior to filing with the SEC or otherwise responding to the SEC or staff, deletions or changes suggested thereto by Indigo Parent consider such comments in good faith, and shall provide to Buyer a copy of all such filings made with the SEC. Company shall use commercially reasonable efforts (with the assistance of, and after consultation with, Buyer and its counselcounsel as provided by this Section 6.2(a)) to respond as promptly as reasonably practicable to any comments from the SEC with respect to the Proxy Statement and Company shall use commercially reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable. No filing or mailing of, or amendment or supplement to, the Proxy Statement will be made by Company without providing Buyer and its counsel a reasonable opportunity to review and comment thereon (which reasonable and timely comments shall be considered by Company in good faith). (b) Buyer shall cooperate with Company in the preparation of the Proxy Statement and shall furnish to Company all information reasonably requested as may be reasonably necessary or advisable in connection with the Proxy Statement or any other filing or application made by or on behalf of Company or any of its Consolidated Subsidiaries to any Governmental Entity in connection with the Merger and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party upon becoming aware of any event or circumstance that is required to be described in an amendment to the Proxy Statement or in a supplement to the Proxy Statement. (c) The Company agrees to supplement, update and correct any information provided by it for use in the Proxy Statement if and to the extent that such information is or shall have become incomplete, false or misleading promptly after becoming aware of any such fact.

Preparation of Proxy Statement. (a) As promptly soon as reasonably practicable following after the date hereofof this Agreement, Monsoon the Company shall prepare and file with the applicable Governmental Entities SEC the Proxy Statement and deliver, or cause the Proxy Statement to be delivered, disseminated to the holders of the Monsoon Ordinary SharesCompany Common Stock, a proxy statement as and to be used the extent required by applicable federal securities Laws. Subject to seek the Monsoon Shareholder Approval (the “Proxy Statement”Section 5.02(b). Indigo Parent shall furnish all information as may be reasonably requested by Monsoon and its advisers in connection with the preparation, filing and distribution of the Proxy Statement will contain the Company Recommendation. (b) Parent and any necessary amendments Sub will provide for inclusion or supplements thereto. If at any time prior to incorporation by reference in the Closing any Proxy Statement all information relating to Monsoon Parent or Indigo Parent, or any of their respective Affiliates, directors or officers, should be discovered its Affiliates required by Monsoon or Indigo Parent which should the Exchange Act and the rules and regulations promulgated thereunder to be set forth in an amendment or supplement the Proxy Statement. Parent and its counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, so and the Company shall consult with Parent and reasonably consider any such comments, before it is filed with the SEC. In addition, the Company will provide Parent and its counsel any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such comments or other communications, and Parent and its counsel shall be given reasonable opportunity to review and comment on any proposed response to the SEC comments by the Company (either by way of modification to the Proxy Statement or otherwise), and the Company shall consult with Parent and reasonably consider any such comments of Parent. (c) Each of the Company, Parent and Sub agrees to promptly (i) correct any information provided by it specifically for use in the Proxy Statement if and to the extent that such document would not information shall have become false or misleading in any material respect (ii) supplement the information provided by it specifically for use in the Proxy Statement to include any misstatement of a material fact or omit to state any material fact information that shall become necessary in order to make the statements thereinin the Proxy Statement, in light of the circumstances under which they were made, not misleading, and (iii) use its reasonable best efforts to resolve all comments from the party that discovers such information shall SEC with respect to the Proxy Statement as promptly notify as practicable. The Company further agrees to cause the other party and an appropriate amendment Proxy Statement as so corrected or supplement describing such information shall supplemented promptly to be prepared and filed with the applicable Governmental Entities by Monsoon andSEC and to be disseminated to the holders of the Shares, in each case as and to the extent required by applicable Law, delivered to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counselfederal securities Laws.

Preparation of Proxy Statement. (a) As promptly as reasonably practicable following after the date hereofexecution and delivery of this Agreement, Monsoon Parent shall prepare and file with the applicable Governmental Entities and deliver, or cause to be deliveredfiled with the SEC, in a form mutually acceptable to the holders of the Monsoon Ordinary SharesParties, a proxy statement to be used sent to seek the Monsoon Shareholder Approval holders Parent Common Stock in connection with the Parent Stockholders Meeting (as amended or supplemented from time to time, the “Proxy Statement”) Parent shall use its commercially reasonable efforts to ensure that the Proxy Statement complies as to form in all material respects with the rules and regulations promulgated by the SEC under the Exchange Act and the Securities Act and with all other applicable Law. Parent shall ensure that the Proxy Statement includes (i) the opinion of its financial advisor referred to in Section 5.28, and (ii) a summary of the financial analysis conducted by such financial advisor. Subject to Section 6.4, Section 6.5 and Section 6.14(d), the Proxy Statement shall include the Parent Board Recommendation. Parent shall use its commercially reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as possible after filing thereof (including by responding to any comments of the SEC). Indigo Parent shall also make all necessary filings with respect to the Mergers and the transactions contemplated herein under the Securities Act and the Exchange Act. Parent will cause the Proxy Statement to be mailed to the holders of Parent Common Stock as promptly as reasonably practicable after the Proxy Statement is cleared by the SEC. (b) The Acquired Companies shall promptly furnish all data and information concerning it and its Affiliates to Parent, and provide such other assistance, as may be reasonably requested by Monsoon Parent and its advisers shall otherwise reasonably assist and cooperate with Parent in connection with the preparation, filing filing, and distribution of the Proxy Statement and the resolution of any necessary amendments or supplements theretocomments received from the SEC. If at any time prior to the Closing receipt of the Parent Stockholder Approval, any information relating to Monsoon the Acquired Companies or Indigo Parent, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon the Acquired Companies or Indigo Parent which should that is required to be set forth in an amendment or supplement to the Proxy 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 to make the statements therein, in light of the circumstances under which they were are made, not false or misleading, the party Party that discovers such information shall promptly notify the other party Other Party and an appropriate amendment or supplement describing such information shall be promptly be prepared and filed with the applicable Governmental Entities by Monsoon SEC and, to the extent required by applicable Law, delivered disseminated to the holders of Parent Common Stock. (c) Parent shall notify the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies Acquired Companies promptly of the receipt of any written comments, and shall inform Indigo Parent of any oral commentswhether written or oral, that Monsoon or its counsel may receive from time to time from any Governmental Entity the SEC or its staff with respect to the Proxy Statement or any and of the Transactions, including any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional informationinformation and shall supply the Acquired Companies with copies of (i) all correspondence between Parent and/or any of its Representatives, in each case promptly after receipt of such comments or requeston the one hand, and any written the SEC or oral responses theretoits staff, on the other hand, with respect to the Proxy Statement and (ii) all stop orders of the SEC relating to the Proxy Statement. Indigo Parent shall give the Acquired Companies and its counsel shall be given a reasonable opportunity to review participate in preparing the proposed response by Parent to comments received from the SEC or its staff and to provide comments on any proposed response thereto, and Parent shall give reasonable consideration to such comments. Unless the Parent Board has made a Parent Change in Recommendation: (i) Parent shall use its reasonable best efforts (1) to respond as promptly as reasonably practicable to any comment from the SEC with respect to, or any request from the SEC for amendments or supplements to, the Proxy Statement and any amendments or supplements thereto (2) to have the SEC advise Parent as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statement; and (ii) Parent shall file the Proxy Statement in definitive form with the SEC and Monsoon shall give due consideration cause such definitive Proxy Statement to be sent to the additionsholders of Parent Common Stock as promptly as reasonably practicable after the SEC advises Parent that the SEC has no further comments on the Proxy Statement. (d) No amendment or supplement to the Proxy Statement will be made by Parent without the approval of the Acquired Companies, deletions which approval shall not be unreasonably withheld, conditioned or changes suggested thereto delayed, provided that Parent in connection with a Parent Change in Recommendation made in compliance with the terms hereof may amend or supplement the Proxy Statement (including by Indigo incorporation by reference) to the extent it contains (A) a Parent Change in Recommendation, (B) a statement of the reasons of the Parent Board for making such a Parent Change in Recommendation and its counsel(C) additional information reasonably related to the foregoing.

Preparation of Proxy Statement. Stockholders Meetings. (a) As promptly as reasonably practicable following the date hereof, Monsoon WAXS shall prepare and file with the applicable Governmental Entities Securities and deliverExchange Commission (the "SEC") materials which shall constitute its proxy statement and prospectus in connection with the WAXS Stockholders Meeting (such proxy statement and prospectus, and any amendments or cause supplements thereto, the "Proxy Statement/Prospectus") and WAXS shall prepare and file a registration statement on Form S-4 with respect to be deliveredthe issuance of all WAXS Common Stock in the Merger, including, without limitation, the Contingent Shares and the shares of WAXS Common Stock issuable to the holders of CTI Preferred Stock as contemplated by Section 2.6(b) (the Monsoon Ordinary Shares"Registration Statement"). The Proxy Statement/Prospectus will be included in and will constitute a part of the Registration Statement as WAXS's prospectus. The Registration Statement and the Proxy Statement/Prospectus shall 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. WAXS shall use reasonable efforts to have the Registration Statement declared effective by the SEC as promptly as reasonably practicable after filing with the SEC and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the actions contemplated thereby. CTI shall use its reasonable best efforts to cooperate with and assist WAXS in connection with the preparation and amendment of the Proxy Statement/Prospectus and the Registration Statement. WAXS will provide CTI with a reasonable opportunity to review and comment on any amendment or supplement to the Registration Statement prior to filing such with the SEC, and will provide CTI with a proxy statement copy of all such filings made with the SEC. WAXS will use reasonable efforts to cause the Joint Proxy Statements/Prospectus to be used mailed to seek WAXS's stockholders as promptly as practicable after the Monsoon Shareholder Approval Registration Statement is declared effective under the Securities Act. WAXS shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the “Proxy Statement”). Indigo Parent issuance of WAXS Common Stock and CTI shall furnish all information concerning CTI and the holders of CTI Capital Stock as may be reasonably requested by Monsoon and its advisers in connection with any such action. WAXS will advise CTI promptly after it receives notice thereof, of the time when the Registration Statement has become effective, the issuance of any stop order or the suspension of the qualification of the WAXS Common Stock issuable in connection with the preparation, filing and distribution Merger for offering or sale in any jurisdiction or any request by the SEC for amendment of the Proxy Statement and any necessary amendments or supplements theretoRegistration Statement. If at any time prior to the Closing Effective Time any information relating to Monsoon WAXS or Indigo ParentCTI, or any of their respective Affiliatesaffiliates, directors officers or officersdirectors, should be discovered by Monsoon WAXS or Indigo Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, to the extent required by applicable Law, delivered to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counsel.CTI

Preparation of Proxy Statement. As (a) The Company shall as promptly as reasonably practicable following the date hereof, Monsoon shall prepare and file with the applicable Governmental Entities SEC the preliminary Proxy Statement, provided, however, that the Company shall furnish such preliminary Proxy Statement to Parent for review before such filing with the SEC and deliverthat such filing shall be subject to Parent’s prior approval of the preliminary Proxy Statement, which approval shall not be unreasonably withheld or cause to be delivereddelayed. The Company and Parent shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Parent of the receipt of any comments of the SEC with respect to the holders Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent promptly copies of all correspondence between the Company or any representative of the Monsoon Ordinary Shares, a proxy statement Company and the SEC. As promptly as reasonably practicable after comments are received from the SEC with respect to be used to seek the Monsoon Shareholder Approval (the “preliminary Proxy Statement”), the Company shall use commercially reasonable efforts to respond to the comments of the SEC. Indigo The Company shall give Parent and its counsel the opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments of the SEC prior to their being filed with or sent to the SEC, and the filing of such shall be subject to Parent’s prior approval, which approval shall not be unreasonably withheld or delayed. Parent shall furnish all promptly provide the Company with such information as may be reasonably requested by Monsoon and its advisers required to be included in connection with the preparation, filing and distribution of the Proxy Statement or as may be reasonably required to respond to any comment of the SEC. After all the comments received from the SEC, if any, have been cleared by the SEC staff and any necessary amendments or supplements theretoall information required to be contained in the Proxy Statement has been included therein by the Company, the Company shall file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed to its stockholders of record, as of the record date established by the Board of Directors of the Company, as promptly as practicable thereafter. Notwithstanding the foregoing, if this Agreement is terminated in accordance with Section 7.1(d) and the Company has complied with Section 7.3(b), the Company shall not be required to comply with the provisions of this Section 5.1. (b) If at any time prior to the Closing receipt of the Company Stockholder Approval (as defined in Section 6.1(a)) any information relating event occurs with respect to Monsoon the Company or Indigo Parentany of its Subsidiaries, or any of their respective Affiliates, directors or officers, should change occurs with respect to other information supplied by the Company for inclusion in the Proxy Statement which is required to be discovered by Monsoon or Indigo Parent which should be set forth described in an amendment of, or a supplement to, the Proxy Statement, the Company shall promptly notify Parent of such event, and the Company and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and, as required by law, in disseminating the information contained in such amendment or supplement to the Company’s stockholders. (c) If prior to the receipt of the Company Stockholder Approval, any event occurs with respect to Guarantor, Parent or Merger Sub, or any change occurs with respect to other information supplied by the Parent for inclusion in the Proxy Statement which is required to be described in an amendment of, or a supplement to, the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information Parent shall promptly notify the other party Company of such event, and an appropriate the Company and Parent shall cooperate in the prompt filing with the SEC, of any necessary amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, to the extent required by applicable Law, delivered to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement and, as required by law, in disseminating the information contained in such amendment or any of the Transactions, including any request for amendments or supplements supplement to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counselCompany’s stockholders.

Preparation of Proxy Statement. As promptly soon as practicable following after the date hereof, Monsoon the Company shall prepare and file with (subject to Parent’s timely performance of its obligations under Section 6.05(b)), promptly following the applicable Governmental Entities and deliverNo Shop Period Start Date, or shall cause to be delivered, to filed with the holders of the Monsoon Ordinary Shares, SEC in preliminary form a proxy statement relating to be used to seek the Monsoon Shareholder Approval Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). Indigo Parent Unless there is an Adverse Recommendation Change pursuant to Section 6.04, the Proxy Statement shall furnish all information as may be reasonably requested by Monsoon and its advisers in connection with include the preparationBoard Recommendation. The Company will cause the Proxy Statement, filing and distribution at the time of the mailing of the Proxy Statement and or any necessary amendments or supplements thereto. If , and at the time of the Stockholders’ Meeting, to not contain any time prior to the Closing any information relating to Monsoon or Indigo Parent, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that such document would not include any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, to the extent required by applicable Law, delivered to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral commentshowever, that Monsoon no representation or its counsel may receive from time to time from any Governmental Entity or its staff warranty is made by the Company with respect to information supplied by Parent or Merger Sub in writing for inclusion or incorporation by reference in the Proxy Statement. The Company will use its reasonable best efforts to cause the Proxy Statement to comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder and to satisfy all rules of NASDAQ. The Company shall, as promptly as reasonably practicable, notify Parent and Merger Sub upon the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the Transactions, including any request SEC for amendments or supplements to the Proxy Statement, and shall provide, as promptly as reasonably practicable, Parent and Merger Sub with copies of all material correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, and the Company shall provide Parent and Merger Sub and their respective counsel a reasonable opportunity to participate in any telephone conferences or meetings with respect to such comments as well as the formulation of any written response to any such written comments of the SEC or its staff. Prior to the filing of the Proxy Statement or for additional informationthe dissemination thereof to the Company’s stockholders, in each case promptly after receipt or responding to any comments of such comments the SEC or requestthe staff of the SEC with respect thereto, and any written or oral responses thereto. Indigo the Company shall provide Parent and its counsel shall be given Merger Sub and their Representatives a reasonable opportunity to review and to propose comments on such document or response and shall consider in good faith any comments so proposed. Parent and the Company shall each use reasonable best efforts to have the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to cleared by the additions, deletions or changes suggested thereto by Indigo Parent and its counselSEC as promptly as reasonably practicable after filing.

Preparation of Proxy Statement. (a) As promptly soon as practicable following the date hereofof this Agreement, Monsoon shall Parent shall, with the cooperation of the Company, prepare and file with the SEC under the Exchange Act, and with all other applicable Governmental Entities and deliver, or cause to be delivered, to the holders of the Monsoon Ordinary Sharesregulatory bodies, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”)) in preliminary form. Indigo The Proxy Statement shall: (i) request approval from Parent’s stockholders of the Merger and this Agreement upon the terms set forth herein; (ii) request approval from Parent’s stockholders for an incentive stock option plan in form and substance acceptable to the Stockholders’ Representative, Parent and Company (“Stock Option Plan”) to provide for, among other things, the reservation of a sufficient number of shares of Parent Common Stock for issuance thereunder for such number of shares which shall equal 1,400,000 of the Parent’s shares outstanding at the Effective Time; (iii) request approval from Parent’s stockholders to elect the Stockholders’ Representative Directors, the Parent Directors and the Independent Director; and (iv) request such other approvals as the parties may determine are necessary or desirable. Parent shall furnish all information as may also take any action required to be reasonably requested by Monsoon and its advisers taken under any applicable state securities laws in connection with the preparationissuance of Parent Common Stock in the Merger. The Proxy Statement shall be filed in preliminary form in accordance with the Exchange Act, filing and distribution each of Company and Parent shall use its commercially reasonable efforts to respond as promptly as practicable to any comments of the Proxy Statement and any necessary amendments or supplements SEC with respect thereto. If at any time prior Parent shall use its reasonable best efforts to (1) prepare and file with the Closing any information relating to Monsoon or Indigo ParentSEC the definitive Proxy Statement, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which should be set forth in an amendment or supplement to (2) cause the Proxy Statement, so that such document would not include including any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information thereto to be approved by the SEC, and (3) to cause the definitive Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the SEC has approved them. Parent shall notify the Company promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, to the extent required by applicable Law, delivered to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies receipt of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive comments from time to time from any Governmental Entity the SEC or its staff with respect to the Proxy Statement or any and of the Transactions, including any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional informationinformation and each of Parent and the Company shall supply each other with copies of all correspondence between such or any of its representatives, in each case promptly after receipt of such comments or requeston the one hand, and any written the SEC or oral responses theretoits staff, on the other hand, with respect to the Proxy Statement or the Merger. (b) The parties hereto shall use all reasonable efforts to have the Proxy Statement approved by the SEC as promptly as practicable after such filing. Indigo Parent and its counsel shall obtain from the Company such information required to be given a reasonable opportunity included in the Proxy Statement and, after consultation with the Company and its counsel, respond promptly to review any comments made by the SEC with respect to the Proxy Statement. Parent shall allow the Company’s full participation in the preparation of the Proxy Statement and any amendments amendment or supplements supplement thereto and Monsoon shall give due consideration to consult with the additions, deletions or changes suggested thereto by Indigo Company and its advisors concerning any comments from the SEC with respect thereto. The Company’s independent accountants shall assist Parent and its counselcounsel in preparing the Proxy Statement and acknowledge that a substantial portion of the Proxy Statement shall include disclosure regarding the Company, its management, operations and financial condition. The Company shall furnish consolidated audited financial statements for the fiscal years ended December 31, 2006 and December 31, 2005 as soon as they become available, and such unaudited financial statement as may be required under the rules and regulations of the SEC for inclusion in the Proxy Statement; provided, however, to the extent an audit is required to be undertaken by an independent auditing firm registered with the Public Company Accounting Oversight Board, Parent shall pay the expenses of such audit (the “Audit Costs”); provided further however, that if the Company breaches this Agreement and the Merger is not consummated because of such breach, the Company shall reimburse Parent the Audit Costs. The Stockholders’ Representative shall make herself available to Parent and its counsel in connection with the drafting of the Proxy Statement and responding in a timely manner to comments from the SEC. All information regarding the Company, its management, operations and financial condition, including any material Contracts required to be filed as part of the Proxy Statement (for purposes hereof referred to collectively as “Company Information”) shall be true and correct in all material respects and shall not contain any misstatements of any material information or omit any material information regarding the Company. Prior to the filing of the Proxy Statement with the SEC and each amendment thereto, the Stockholders’ Representative shall confirm in writing to Parent and its counsel that it has reviewed the Proxy Statement (and each amendment thereto) and approved the Company Information contained therein. (c) If, prior to the Effective Time, any event occurs with respect to the Company, or any change occurs with respect to other information supplied by the Company for inclusion in the Proxy Statement, which is required to be described in an amendment of, or a supplement to, the Proxy Statement, the Company shall promptly notify Parent of such event, and the Company and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and, as required by Law, in disseminating the information contained in such amendment or supplement to Parent’s stockholders. (d) If, prior to the Effective Time, any event occurs with respect to Parent or Merger Subsidiary, or any change occurs with respect to other information supplied by Parent for inclusion in the Proxy Statement, which is required to be described in an amendment of, or a supplement to, the Proxy Statement, Parent shall promptly notify the Company of such event, and Parent and the Company shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and, as required by Law, in disseminating the information contained in such amendment or supplement to Parent’s stockholders. (e) Parent shall, promptly after the date hereof, take all action necessary to duly call, give notice of, convene and hold a meeting of its stockholders (the “Parent Stockholders Meeting”) as soon as practicable after the Proxy Statement is approved by the SEC. Parent shall consult with the Company on the date for Parent Stockholders Meeting. Parent shall use its commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as soon as practicable after the Proxy Statement is approved. Parent shall, through Parent’s board of directors, recommend to its stockholders that they give the Parent Stockholder Approval, except to the extent that Parent’s board of directors shall have withdrawn its approval or recommendation of this Agreement and the Merger, which withdrawal may be made only if deemed by Parent’s board of directors to be necessary in order to comply with its fiduciary duties. Notwithstanding any other provision thereof, Parent shall not be restricted from complying with any of its obligations under the Exchange Act. (f) During the term of this Agreement, the Company shall not take any actions to exempt any Person other than Parent and Merger Subsidiary from the threshold restrictions on Company Common Stock ownership or any other anti-takeover provision in the Company’s certificate of incorporation, or make any state takeover statute (including any Delaware state takeover statute) or similar statute inapplicable to any Alternative Transaction. (g) Parent shall comply with all applicable federal and state securities laws in all material respects. (h) The Company and Parent mutually agree that prior to the filing of a definitive Proxy Statement with the SEC under this Article 8, Parent shall obtain new financial statements of the Company for the fiscal years ended December 31, 2006 and 2005 prepared in accordance with SEC Regulations S-K and S-X (“New Financial Statements”) by an independent auditing firm which is registered with the PCAOB (“New Auditors”). The fees incurred with respect to the New Financial Statements (the “Audit Costs”) shall be paid by Parent; provided, however, if: (i) the Company materially breaches any representation, warranty, covenant or agreement contained in this Agreement and (ii) the Merger is not consummated, then the Company shall pay the Audit Costs to Parent. The Company and its executive officers and agents shall cooperate in good faith with the New Auditors and Parent to enable Parent and the New Auditors to complete the New Financial Statements. The parties agree to use their best efforts to complete the New Financials as soon as reasonably possible. Parent shall be responsible for the costs and expenses of such New Financial Statements.

Preparation of Proxy Statement. (a) As promptly as practicable following after the date hereofof this Agreement, Monsoon shall the Company will prepare and file with the applicable Governmental Entities and deliver, or cause to be delivered, to SEC the holders of the Monsoon Ordinary Shares, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “preliminary Proxy Statement”). Indigo Each of Parent shall and the Company will furnish all such information as may reasonably be reasonably requested by Monsoon and its advisers the other in connection with the preparation, filing and distribution of the Proxy Statement. The Company will use all commercially reasonable efforts to promptly respond to any comments of the SEC with respect to the Proxy Statement and to cause the definitive Proxy Statement to be mailed to the Company’s shareholders as promptly as reasonably practicable after the date of this Agreement. The Company will promptly (i) notify Parent of the receipt of any necessary comments from the SEC or the SEC staff and of any request by the SEC or the SEC staff for amendments or supplements to the Proxy Statement or for additional information, and (ii) supply Parent with copies of all correspondence between the Company (or any of its Representatives) and the SEC or the SEC staff with respect to the Proxy Statement. (b) Notwithstanding Section 5.3(a), prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto. ) or responding to any comments of the SEC or its staff, the Company (i) will provide Parent with an opportunity to review and comment on such document or response, (ii) will include in such document or response all comments reasonably proposed by Parent to the extent reasonably acceptable to the Company, and (iii) will not file or mail such document or respond to such comments prior to receiving Parent’s approval (which approval may not be unreasonably withheld, conditioned or delayed). (c) If at any time prior to the Closing Effective Time any information relating to Monsoon the Company or Indigo Parent, or any of their respective Affiliates, directors or officers, should be is discovered by Monsoon the Company or Indigo Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that either such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were are made, not misleading, the party that which discovers such information shall will promptly notify the other party and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon parties hereto and, to the extent required by applicable Law, delivered the Company will promptly file an appropriate amendment or supplement describing such information and disseminate such amendment or supplement to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counselCompany’s shareholders.

Preparation of Proxy Statement. Registration Statement; Stockholders’ Meeting and Approvals. (a) Proxy Statement/Registration Statement and Prospectus. (i) As promptly as reasonably practicable following after the date hereofexecution of this Agreement, Monsoon (x) Parent and the Company shall jointly prepare and Parent shall file with the applicable Governmental Entities and deliverSEC, or cause to be delivered, to mutually acceptable materials which shall include the holders of the Monsoon Ordinary Shares, a proxy statement to be used filed by Parent with the SEC as part of the registration statement (the “Registration Statement”) and sent to seek the Monsoon Shareholder Approval Parent Stockholders relating to the Parent Stockholders’ Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”) and (y) Parent and the Company shall jointly prepare and Parent shall file with the SEC the Registration Statement, in which the Proxy Statement and Consent Solicitation Statement will be included (the “Proxy Statement/Registration Statement”), in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued under this Agreement. Indigo Each of Parent and the Company shall use its reasonable best efforts to cause the Proxy Statement/Registration Statement to comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the transactions contemplated thereby, and to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated hereby. Each of Parent and the Company agrees to furnish to the other party all information concerning itself, including its business, operations and financial condition, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested by Monsoon and its advisers in connection with the preparationProxy Statement/Registration Statement, filing a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Parent, the Company or their respective Subsidiaries to any regulatory authority (including the NYSE) in connection with the Transactions (the “Solicitation Documents”). Parent will cause the Proxy Statement/Registration Statement to be mailed to the Parent Stockholders in each case promptly after the Registration Statement is declared effective under the Securities Act. (ii) To the extent not prohibited by Law, each of Parent and distribution the Company will advise the other parties, as promptly as reasonably practicable after such party receives notice thereof, of the time when the Proxy Statement/Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the Parent Common Stock for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement/Registration Statement or for additional information. To the extent not prohibited by Law, each of Parent and the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement/Registration Statement and any Solicitation Document each time before any such document is filed with the SEC by Parent, and each shall give reasonable and good faith consideration to any comments made by the other parties and their counsel. To the extent not prohibited by Law, each of Parent and the Company shall provide the other parties and their counsel with (i) any comments or other communications, whether written or oral, that such party or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement/Registration Statement or Solicitation Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of such party to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the other parties or their counsel in any discussions or meetings with the SEC. (iii) Each of Parent and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in (A) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at each time it is amended and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary amendments in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or supplements thereto. (B) the Proxy Statement will, at the date it is first mailed to the Parent Stockholders and at the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (iv) If at any time prior to the Closing any information relating to Monsoon or Indigo Parentthe Parent Entities, the Company Group Members or any of their respective Subsidiaries, Affiliates, directors or officers, should be officers is discovered by Monsoon Parent or Indigo Parent the Company, which should is required to be set forth in an amendment or supplement to the Proxy Statement/Registration Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that which discovers such information shall promptly notify the other party parties and an appropriate amendment or supplement describing such information shall be promptly be prepared and filed with the applicable Governmental Entities by Monsoon SEC and, to the extent required by applicable Law, delivered disseminated to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counselStockholders.

Preparation of Proxy Statement. As promptly as reasonably practicable following after the date hereofhereof and receipt of all necessary information from the Partnership pursuant to the following sentence, Monsoon Parent shall prepare and, after providing the Partnership a reasonable opportunity to review and comment and considering in good faith any comments provided by the Partnership, file with the applicable Governmental Entities and deliver, or cause to be delivered, to SEC the holders of Proxy Statement in preliminary form. The Partnership shall cooperate with Parent in the Monsoon Ordinary Shares, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent shall furnish all information as may be reasonably requested by Monsoon and its advisers in connection with the preparation, filing and distribution preparation of the Proxy Statement and furnish all information concerning the Partnership that is required in connection with the preparation of the Proxy Statement (including, without limitation, audited consolidated financial statements of the Partnership for the past three (3) years plus unaudited consolidated interim financial statements through June 30, 2024 (subject to updating through September 30, 2024 if required at the time the Proxy Statement is mailed to the Parent Stockholders), in each case in a form that complies with the requirements of Schedule 14A under the Exchange Act and Rule 3-05 of Regulation S-X and the applicable interpretations of the SEC) or that is otherwise reasonably requested by ▇▇▇▇▇▇. As promptly as practicable after comments are received from the SEC or the staff of the SEC thereon and after the furnishing by the Partnership of all information concerning the Partnership required to be contained therein, Parent shall, in consultation with the Partnership, prepare and file any necessary required amendments to the Proxy Statement with the SEC. Parent shall notify the Partnership promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements theretoto the Proxy Statement or for additional information and shall consult with the Partnership regarding, and supply the Partnership with copies of, all correspondence between Parent or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement. Prior to filing or mailing the Proxy Statement or any proposed amendment of or supplement to the Proxy Statement, Parent shall provide the Partnership a reasonable opportunity to review and comment on such document and consider in good faith any comments provided by the Partnership. If at any time prior to the Closing Parent Stockholder Meeting any information relating to Monsoon Parent or Indigo Parentthe Partnership, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon Parent or Indigo Parent the Partnership which should be set forth in an amendment or supplement to the Proxy Statement, so that such document would the Proxy Statement does not include contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, the party that discovers such information shall promptly notify the other party parties, and an appropriate amendment or supplement describing such information promptly shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon SEC and, to the extent required by applicable Applicable Law, delivered disseminated to the holders of the Monsoon Ordinary SharesParent Stockholders. Monsoon agrees Parent shall use reasonable best efforts to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to have the Proxy Statement or any of cleared by the Transactions, including any request for amendments or supplements SEC (and the Partnership shall use reasonable best efforts to cooperate therewith) and shall promptly thereafter mail to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review Stockholders the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to all other proxy materials for the additions, deletions or changes suggested thereto by Indigo Parent and its counselStockholder Meeting.

Preparation of Proxy Statement. As promptly soon as practicable following after the date hereofof this Agreement (and in any event, Monsoon but subject to Parent’s timely performance of its obligations under Section 6.04(b), within twenty (20) Business Days after the date of this Agreement), the Company shall prepare and file with the applicable Governmental Entities and deliver, or shall cause to be delivered, to filed with the holders of the Monsoon Ordinary Shares, SEC in preliminary form a proxy statement relating to be used to seek the Monsoon Shareholder Approval Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). Indigo Parent Unless there is an Adverse Recommendation Change pursuant to Section 6.03, the Proxy Statement shall furnish all information as may be reasonably requested by Monsoon and its advisers in connection with include the preparationBoard Recommendation. The Company will cause the Proxy Statement, filing and distribution at the time of the mailing of the Proxy Statement and or any necessary amendments or supplements thereto. If , and at the time of the Stockholders’ Meeting, not to contain any time prior to the Closing any information relating to Monsoon or Indigo Parent, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that such document would not include any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation, warranty or covenant is made by the party that discovers such Company with respect to information shall promptly notify supplied by or on behalf of Parent or Merger Sub (or their Representatives) for inclusion or incorporation by reference in the other party and an appropriate amendment or supplement describing such information shall promptly be prepared and filed Proxy Statement. The Company will cause the Proxy Statement to comply as to form in all material respects with the applicable Governmental Entities by Monsoon andprovisions of the Exchange Act and the rules and regulations promulgated thereunder and to satisfy all rules of the NASDAQ. The Company shall give Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to filing such documents with the SEC or disseminating such documents to stockholders of the Company and reasonable opportunity to review and comment on all responses to requests from the SEC for additional information, in each case, to the extent required reasonably practicable. The Company shall consider in good faith any comments made by applicable Law, delivered to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies respect to the foregoing; provided, however, that the Company may amend or supplement the Proxy Statement without the review or comment of Parent to effect an Adverse Recommendation Change pursuant to and in accordance with Section 6.03. The Company shall promptly notify Parent upon the receipt of any written commentscomments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement, and shall inform Indigo promptly provide Parent with copies of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff all correspondence with respect to the Proxy Statement or any the Transactions between the Company and its Representatives, on the one hand, and the SEC or the staff of the TransactionsSEC, including on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to, and Parent shall use reasonable best efforts to assist the Company in responding to, any request for amendments comments of the SEC or supplements the staff of the SEC with respect to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or requestStatement, and any written or oral responses thereto. Indigo the Company shall provide Parent and its counsel shall be given a reasonable opportunity to review and comment in accordance with this Section 6.04(a) on any proposed written response to any such written comments of the SEC or its staff. Prior to the filing of the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration the dissemination thereof to the additionsCompany’s stockholders, deletions or changes suggested thereto by Indigo 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 its counselto propose comments on such document or response.

Preparation of Proxy Statement. As Parent, Merger Sub and the Company shall promptly as practicable following the date hereof, Monsoon shall prepare and the Company shall file with the applicable Governmental Entities and deliver, or cause to be delivered, to SEC the holders of the Monsoon Ordinary Shares, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “preliminary Proxy Statement”). Indigo Parent shall furnish all information as may be reasonably requested by Monsoon and its advisers Statement for use in connection with the preparationsolicitation of proxies from the Company’s stockholders in connection with the Merger and the Stockholders’ Meeting; provided, however, that the Company shall furnish such preliminary Proxy Statement to Parent for review before such filing with the SEC and distribution that such filing shall be subject to Parent’s prior approval of the preliminary Proxy Statement, which approval shall not be unreasonably withheld or delayed. Subject to Section 4.2(d), the Proxy Statement shall include a description of the determinations and any necessary amendments or supplements theretoapprovals, and shall include the Recommendations, of the Company’s Board of Directors. If at any time prior to The Company and Parent shall cooperate with each other in the Closing any information relating to Monsoon or Indigo Parent, or any preparation of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make and the statements therein, in light Company shall notify Parent of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, to the extent required by applicable Law, delivered to the holders receipt of any comments of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent promptly copies of all correspondence between the Company or any representative of the TransactionsCompany and the SEC. As promptly as practicable after comments are received from the SEC with respect to the preliminary Proxy Statement, including any request for the Company, Parent and the Merger Sub shall use commercially reasonable efforts to respond to the comments of the SEC. The Company shall give Parent and its counsel the opportunity to review all amendments or and supplements to the Proxy Statement or and all responses to requests for additional informationinformation and replies to comments of the SEC prior to their being filed with or sent to the SEC, in each case promptly after receipt and the filing of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity subject to review Parent’s prior approval, which approval shall not be unreasonably withheld or delayed. Parent shall promptly provide the Company with such information as may be required to be included in the Proxy Statement or as may be reasonably required to respond to any comment of the SEC. After all the comments received from the SEC have been cleared by the SEC staff and any amendments or supplements thereto all information required to be contained in the Proxy Statement has been included therein by the Company (or, in the event the SEC has informed the Company that it will not review the preliminary Proxy Statement, then as promptly as practicable following the tenth (10th) day following the filing of the preliminary Proxy Statement), the Company shall file the definitive Proxy Statement with the SEC and Monsoon shall give due consideration cause the Proxy Statement to be mailed to its stockholders of record, as of the additionsrecord date established by the Board of Directors of the Company, deletions as promptly as practicable thereafter. Notwithstanding the foregoing, if the Board of Directors of the Company withdraws, modifies or changes suggested thereto by Indigo Parent and its counsel.the Recommendations in accordance with

Preparation of Proxy Statement. As (a) Promptly following the Amended Execution Date, Sabine Investor Holdings, AIV Holdings, and Forest shall cooperate in preparing, and Forest shall file with the SEC, a proxy statement (together with any amendments thereof or supplements thereto, the “Proxy Statement”) in order to seek the Forest Stockholder Approval, the Authorized Share Amendment Approval, the Name Change Amendment Approval and, subject to the Forest Board approving the Forest Oil Corporation 2014 Long Term Incentive Plan (the “2014 LTIP”) (which shall be considered in good faith by the Forest Board as promptly as practicable following the date hereofmutual agreement of Forest and Sabine Investor Holdings on the definitive form thereof), Monsoon the LTIP Proposal Approvals. The Proxy Statement shall prepare and file comply as to form in all material respects with the applicable Governmental Entities provisions of the Exchange Act and deliverthe rules and regulations thereunder and other applicable Law. Each of Sabine Investor Holdings, or AIV Holdings and Forest will use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as is practicable after filing, and each of Sabine Investor Holdings, AIV Holdings and Forest shall use its respective reasonable best efforts to cause the Proxy Statement to be delivered, mailed to the holders of Forest Common Stock as promptly as practicable after the Monsoon Ordinary Shares, a proxy statement Proxy Statement shall have been cleared by the SEC. No amendment or supplement to the Proxy Statement shall be filed without the approval of Sabine Investor Holdings or AIV Holdings (such approval not to be used unreasonably withheld, conditioned or delayed) if such amendment or supplement relates to seek the Monsoon Shareholder Approval information in such document relating to any Sabine Party, AIV Holdings or their Affiliates or their business, financial condition or results of operations. (the “Proxy Statement”). Indigo Parent shall furnish all information b) Sabine Investor Holdings, AIV Holdings and Forest each agrees, as may be reasonably requested by Monsoon to itself and its advisers Subsidiaries, to use reasonable best efforts so that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in connection with the preparation, filing and distribution of the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to stockholders and at the time of the Forest Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary amendments or supplements thereto. to make the statements therein, in light of the circumstances under which such statement was made, not misleading. (c) If at any time prior to the Closing Effective Time, any party discovers any information relating to Monsoon Sabine Holdings or Indigo ParentForest, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which officers that should be set forth in an amendment or supplement to the Proxy Statement, Statement so that such document documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information the parties shall promptly be prepared and filed file with the applicable Governmental Entities by Monsoon SEC and, to the extent required by applicable Law, delivered disseminate such information to the holders stockholders of Forest. (d) The parties shall notify each other promptly of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies receipt of any written commentscorrespondence, communications or comments from the SEC or the staff of the SEC and shall inform Indigo Parent of any oral comments, that Monsoon request by the SEC or its counsel may receive from time to time from any Governmental Entity or its the staff with respect to the Proxy Statement or any of the Transactions, including any request SEC for amendments or supplements to the Proxy Statement or for additional informationinformation and shall supply each other with (i) copies of all correspondence and a description of all material oral discussions between it or any of its respective Representatives, in each case promptly after receipt of such comments or requeston the one hand, and any written the SEC or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity the staff of the SEC, on the other hand, with respect to review the Proxy Statement or the Transactions and any amendments or supplements thereto and Monsoon shall give due consideration (ii) copies of all orders of the SEC relating to the additions, deletions or changes suggested thereto by Indigo Parent and its counselProxy Statement.

Preparation of Proxy Statement. (a) As promptly as reasonably practicable following after the date hereofexecution of this Agreement, Monsoon Akcea shall prepare and file with the applicable Governmental Entities and deliver, or cause to be delivered, to filed with the holders of the Monsoon Ordinary Shares, SEC a proxy statement relating to be used to seek the Monsoon Shareholder Approval Company Proposals (such proxy statement, and any amendments or supplements thereto, the “Proxy Statement”). Indigo Parent Ionis shall furnish all information concerning Ionis and its Affiliates to Akcea, as may be reasonably requested by Monsoon Akcea to be included in the Proxy Statement and its advisers shall otherwise assist and cooperate with Akcea in connection with the preparation, filing and distribution preparation of the Proxy Statement and any necessary amendments or supplements thereto. If at any time prior to the Closing any information relating to Monsoon or Indigo Parent, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, to the extent required by applicable Law, delivered to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies resolution of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect comments to the Proxy Statement received from the SEC. Both Ionis and Akcea shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent such information becomes false or misleading in any material respect. Akcea shall notify Ionis upon the receipt of any comments from the Transactions, including SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information, in each case Statement. Akcea shall use its reasonable best efforts to (i) respond as promptly after receipt of such as reasonably practicable to any comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review received from the SEC concerning the Proxy Statement and to resolve such comments with the SEC, and (ii) to cause the Proxy Statement to be disseminated to its stockholders as promptly as reasonably practicable after the resolution of any amendments or supplements thereto such comments. (b) Akcea shall take all necessary actions in accordance with Applicable Law, the Certificate of Incorporation and Monsoon shall Bylaws of Akcea and the rules of Nasdaq, to duly call, give due consideration notice of, convene and hold the Meeting for the purpose of obtaining the Stockholder Approval, as soon as reasonably practicable after the SEC confirms that it has no further comments on the Proxy Statement. Notwithstanding any provision of this Agreement to the additionscontrary, deletions Akcea may adjourn, recess or changes suggested thereto postpone the Meeting (i) to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the stockholders of Akcea within a reasonable amount of time in advance of the Meeting, (ii) if as of the time for which the Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Common Stock represented (either in person or by Indigo Parent proxy) to constitute a quorum necessary to conduct the business of the Meeting or (iii) as may be required by Applicable Law. (c) If prior to the Closing any event occurs with respect to Ionis or any of its subsidiaries, or any change occurs with respect to other information supplied by Ionis for inclusion in the Proxy Statement, which is required to be described in an amendment of, or a supplement to, the Proxy Statement, Ionis shall promptly notify Akcea of such event or change, and its counselIonis and Akcea shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and, as required by Applicable Law, in disseminating the information contained in such amendment or supplement to Akcea’s stockholders.

Preparation of Proxy Statement. (a) As promptly soon as practicable following the date hereofof this Agreement, Monsoon shall Parent shall, with the cooperation of the Company, prepare and file with the SEC under the Exchange Act, and with all other applicable Governmental Entities and deliver, or cause to be delivered, to the holders of the Monsoon Ordinary Sharesregulatory bodies, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”)) in preliminary form. Indigo The Proxy Statement shall: (i) request approval of the Merger and this Agreement from Parent’s Stockholders upon the terms set forth herein; (ii) request approval from Parent’s Stockholders for an incentive stock option plan in form and substance acceptable to the Members’ Representative, Parent and Company (“Stock Option Plan”) to provide for, among other things, the reservation of a sufficient number of shares of Parent Common Stock for issuance thereunder for such number of shares which shall equal 5% of the Parent’s shares outstanding at the Effective Time; (iii) request approval from Parent’s Stockholders to elect the Members’ Representative Directors, the Parent Directors and the Independent Director; and (iv) request such other approvals as the parties may determine are necessary or desirable. Parent shall furnish all information as may also take any action required to be reasonably requested by Monsoon and its advisers taken under any applicable state securities laws in connection with the preparationissuance of Parent Common Stock in the Merger. The Proxy Statement shall be filed in preliminary form in accordance with the Exchange Act, filing and distribution each of Company and Parent shall use its commercially reasonable efforts to respond as promptly as practicable to any comments of the Proxy Statement and any necessary amendments or supplements SEC with respect thereto. If at any time prior Parent shall use its reasonable best efforts to (1) prepare and file with the Closing any information relating to Monsoon or Indigo ParentSEC the definitive Proxy Statement, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which should be set forth in an amendment or supplement to (2) cause the Proxy Statement, so that such document would not include including any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information thereto to be approved by the SEC, and (3) to cause the definitive Proxy Statement to be mailed to Parent’s Members as promptly as practicable after the SEC has approved them. Parent shall notify the Company promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, to the extent required by applicable Law, delivered to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies receipt of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive comments from time to time from any Governmental Entity the SEC or its staff with respect to the Proxy Statement or any and of the Transactions, including any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional informationinformation and each of Parent and the Company shall supply each other with copies of all correspondence between such or any of its representatives, in each case promptly after receipt of such comments or requeston the one hand, and any written the SEC or oral responses theretoits staff, on the other hand, with respect to the Proxy Statement or the Merger. (b) The parties hereto shall use all reasonable efforts to have the Proxy Statement approved by the SEC as promptly as practicable after such filing. Indigo Parent and its counsel shall obtain from the Company such information required to be given a reasonable opportunity included in the Proxy Statement and, after consultation with the Company and its counsel, respond promptly to review any comments made by the SEC with respect to the Proxy Statement. Parent shall allow the Company’s full participation in the preparation of the Proxy Statement and any amendments amendment or supplements supplement thereto and Monsoon shall give due consideration to consult with the additions, deletions or changes suggested thereto by Indigo Company and its advisors concerning any comments from the SEC with respect thereto. The Company’s independent accountants shall assist Parent and its counselcounsel in preparing the Proxy Statement and acknowledge that a substantial portion of the Proxy Statement shall include disclosure regarding the Company, its management, operations and financial condition. The Company shall furnish consolidated audited financial statements for the fiscal years ended December 31, 2006 and December 31, 2005 as soon as they become available, and such unaudited financial statement as may be required under the rules and regulations of the SEC for inclusion in the Proxy Statement; provided, however, to the extent an audit is required to be undertaken by an independent auditing firm registered with the Public Company Accounting Oversight Board, Parent shall pay the expenses of such audit (the “Audit Costs”). The Members’ Representative shall make himself available to Parent and its counsel in connection with the drafting of the Proxy Statement and responding in a timely manner to comments from the SEC. All information regarding the Company, its management, operations and financial condition, including any material Contracts required to be filed as part of the Proxy Statement (for purposes hereof referred to collectively as “Company Information”) shall be true and correct in all material respects and shall not contain any misstatements of any material information or omit any material information regarding the Company. Prior to the filing of the Proxy Statement with the SEC and each amendment thereto, the Members’ Representative shall confirm in writing to Parent and its counsel that it has reviewed the Proxy Statement (and each amendment thereto) and approved the Company Information contained therein. (c) If, prior to the Effective Time, any event occurs with respect to the Company, or any change occurs with respect to other information supplied by the Company for inclusion in the Proxy Statement, which is required to be described in an amendment of, or a supplement to, the Proxy Statement, the Company shall promptly notify Parent of such event, and the Company and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and, as required by Law, in disseminating the information contained in such amendment or supplement to Parent’s Stockholders. (d) If, prior to the Effective Time, any event occurs with respect to Parent or Merger Subsidiary, or any change occurs with respect to other information supplied by Parent for inclusion in the Proxy Statement, which is required to be described in an amendment of, or a supplement to, the Proxy Statement, Parent shall promptly notify the Company of such event, and Parent and the Company shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and, as required by Law, in disseminating the information contained in such amendment or supplement to Parent’s Stockholders. (e) Parent shall, promptly after the date hereof, take all action necessary to duly call, give notice of, convene and hold a meeting of its Stockholders (the “Parent Stockholder Meeting”) as soon as practicable after the Proxy Statement is approved by the SEC. Parent shall consult with the Company on the date for Parent Stockholder Meeting. Parent shall use its commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s Stockholders as soon as practicable after the Proxy Statement is approved. Parent shall, through Parent’s board of directors, recommend to its Stockholders that they give the Parent Stockholder Approval, except to the extent that Parent’s board of directors shall have withdrawn its approval or recommendation of this Agreement and the Merger, which withdrawal may be made only if deemed by Parent’s board of directors to be necessary in order to comply with its fiduciary duties. Notwithstanding any other provision thereof, Parent shall not be restricted from complying with any of its obligations under the Exchange Act. (f) During the term of this Agreement, the Company shall not take any actions to exempt any Person other than Parent and Merger Subsidiary from the threshold restrictions on Company Membership Interest ownership or any other anti-takeover provision in the Company’s articles of formation, or make any state takeover statute (including any Delaware state takeover statute) or similar statute inapplicable to any Alternative Transaction. (g) Parent shall comply with all applicable federal and state securities laws in all material respects. (h) The Company and Parent mutually agree that prior to the filing of a definitive Proxy Statement with the SEC under this Article VIII, Parent shall obtain new financial statements of the Company for the fiscal years ended December 31, 2006 and 2005 prepared in accordance with SEC Regulations S-K and S-X (“New Financial Statements”) by an independent auditing firm which is registered with the PCAOB (“New Auditors”). The fees incurred with respect to the New Financial Statements (the “Audit Costs”) shall be paid by Parent. The Company and its executive officers and agents shall cooperate in good faith with the New Auditors and Parent to enable Parent and the New Auditors to complete the New Financial Statements. The parties agree to use their best efforts to complete the New Financials as soon as reasonably possible. Parent shall be responsible for the costs and expenses of such New Financial Statements.

Preparation of Proxy Statement. (a) As promptly as practicable following but in any event within thirty (30) days after the date hereof, Monsoon Parent, with the cooperation of Buyer, shall prepare and file with the applicable Governmental Entities SEC a proxy statement, together with the letter to stockholders, notice of meeting, form of proxy and deliver, or cause any other materials required to be deliveredfiled with the SEC in connection therewith, relating to the holders solicitation of proxies for the approval of the Monsoon Ordinary Sharessale of the Purchased Assets to Buyer pursuant to this Agreement by Parent’s stockholders (as amended or supplemented from time to time, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent shall furnish all information as may be reasonably requested by Monsoon and use its advisers in connection with the preparation, filing and distribution of reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filing. Parent shall cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after the Proxy Statement is cleared by the SEC. (b) Parent shall promptly notify Buyer of (i) the receipt of any comments from the SEC and any necessary amendments or supplements thereto. If at any time prior to all other written correspondence and oral communications with the Closing any information SEC relating to Monsoon or Indigo Parent, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that such document would not include and (ii) any misstatement of a material fact or omit to state request by the SEC for any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, to the extent required by applicable Law, delivered to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses information with respect thereto. Indigo All filings by Parent and its counsel shall be given a reasonable opportunity to review with the SEC in connection with the Contemplated Transactions, including the Proxy Statement and any amendments amendment or supplements thereto supplement thereto, and Monsoon all mailings to Parent’s stockholders in connection with the Contemplated Transactions, shall give due consideration be subject to the additions, deletions or changes suggested thereto prior review and comment of Buyer. Any filings by Indigo Parent Buyer with the SEC in connection with the Contemplated Transactions shall be subject to the prior review and its counselcomment of Parent.

Preparation of Proxy Statement. (a) As promptly as practicable following the date hereofof this Agreement, Monsoon Foreign Parent shall prepare and file with the applicable Governmental Entities and deliver, or cause to be delivered, to the holders of the Monsoon Ordinary Shares, SEC a preliminary proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent shall furnish all information as may be reasonably requested by Monsoon and its advisers ) in connection with the preparation, filing and distribution Foreign Parent Stockholders Meeting. The Company shall cooperate with Foreign Parent in connection with the preparation of the Proxy Statement and shall furnish all information concerning such party as Foreign Parent may reasonably request in connection with the preparation of the Proxy Statement. Foreign Parent shall use its reasonable best efforts to respond as promptly as practicable to any necessary amendments comments from the SEC with respect to the Proxy Statement and to cause the version of the Proxy Statement approved by the SEC to be mailed as promptly as practicable to the stockholders of Foreign Parent as provided in Section 5.5. Parent will use all commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 5.1 to comply in all material respects with applicable Legal Requirements. (b) All filings by Foreign Parent with the SEC in connection with the transactions contemplated hereby, including the Proxy Statement, and all mailings to Foreign Parent’s stockholders in connection with the Merger and transactions contemplated by this Agreement shall be subject to the prior review and comment by the Company (which shall not be unreasonably delayed). Foreign Parent shall (i) as promptly as practicable notify the Company of (A) the receipt of any comments from the SEC and all other written correspondence and oral communications with the SEC relating to the Proxy Statement and (B) any request by the SEC for any amendment or supplements theretoto the Proxy Statement or for additional information with respect thereto and (ii) supply the Company with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement or the Merger. If at any time prior to the Closing Effective Time any information relating to Monsoon the Company, Foreign Parent, Parent or Indigo ParentMerger Sub, or any of their respective Affiliates, directors or officers, should be is discovered by Monsoon the Company, Foreign Parent, Parent or Indigo Parent Merger Sub, which should is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading (including any assumptions underlying forward-looking information), then the party that which discovers such information shall promptly notify the other party parties and Foreign Parent shall, with the cooperation of the Company, prepare, disseminate and file, as applicable, an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, to the extent required by applicable Law, delivered to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counsel.

Preparation of Proxy Statement. As promptly as practicable following (a) Immediately after the date hereofexecution of this Agreement, Monsoon the Company shall prepare and file prepare, with the applicable Governmental Entities cooperation of Parent and deliverSubsidiary, or cause a Proxy Statement for the Company Shareholders to approve this Agreement, the Merger and the transactions contemplated hereby and thereby. The Proxy Statement shall include a disclosure document for the offer and issuance of the shares of Parent Common Stock and Parent Stock Warrants to be delivered, to received by the holders of Company Common Stock in the Monsoon Ordinary Shares, a proxy statement Merger. Parent and the Company shall each use commercially reasonable efforts to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent shall furnish all information as may be reasonably requested by Monsoon and its advisers in connection with the preparation, filing and distribution of cause the Proxy Statement to comply with applicable federal and state securities laws requirements. Each of Parent and the Company agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement, or in any necessary amendments or supplements thereto, and to cause its counsel, accountants and auditors to cooperate with the other's counsel, accountants and auditors in the preparation of the Proxy Statement. If The Company will promptly advise Parent, and Parent will promptly advise the Company, in writing if at any time prior to the Closing Effective Date either the Company or Parent shall obtain Knowledge of any information relating facts that might make it necessary or appropriate to Monsoon or Indigo Parent, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which should be set forth in an amendment amend or supplement to the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary Statement in order to make the statements therein, in light contained or incorporated by reference therein not misleading or to comply with applicable law. The Proxy Statement shall contain the recommendation of the circumstances Board of Directors of the Company that the Company Shareholders 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 Company Shareholders, unless the Company's Board of Directors shall have determined in good faith that the failure to do so would violate the Board of Directors' fiduciary duties to the Company Shareholders under which they were made, not misleadingapplicable law. Anything to the contrary contained herein notwithstanding, the party that discovers such Company shall not include in the Proxy Statement any information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, to the extent required by applicable Law, delivered to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to Parent, the Proxy Statement Subsidiary or any their affiliates or associates, the form and content of the Transactions, including any request for amendments or supplements which information shall not have been approved by Parent prior to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counselinclusion.

Preparation of Proxy Statement. As promptly as practicable following the date hereof, Monsoon shall prepare and file with the applicable Governmental Entities and deliver, or cause to be delivered, Subject to the holders fiduciary duties of the Monsoon Ordinary SharesBoard: (a) Radiant shall, as soon as reasonably practicable, prepare a proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent shall furnish all information as may be reasonably requested by Monsoon and its advisers in connection with the preparation, filing and distribution preliminary form of the Proxy Statement and (the “Preliminary Proxy Statement”) and: (i) file the Preliminary Proxy Statement with the Commission; (ii) use reasonable efforts to promptly prepare any necessary amendments or supplements thereto. If at any time prior to the Closing any information relating Preliminary Proxy Statement required in response to Monsoon comments of the Commission or Indigo Parent, its staff or any that Radiant with the advice of their respective Affiliates, directors counsel deems necessary or officers, should advisable; and (iii) use reasonable efforts to cause the Proxy Statement to be discovered by Monsoon or Indigo Parent which should be set forth in an amendment or supplement mailed to Radiant’s shareholders as soon as reasonably practicable after the Preliminary Proxy Statement, as so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make amended, is cleared by the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, to the extent required by applicable Law, delivered to the holders of the Monsoon Ordinary SharesCommission. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to After the Proxy Statement shall have been mailed to Radiant’s shareholders, Radiant, if required, shall promptly circulate amended or any supplemental proxy material and, if required in connection therewith, resolicit proxies; provided, however, that no such amended or supplemental proxy material will be mailed by Radiant without consultation with and review by Shareholder and his counsel. In addition, Radiant shall: (i) promptly notify Shareholder of the Transactions, including receipt of the comments of the Commission and of any request from the Commission for amendments or supplements to the Preliminary Proxy Statement or Proxy Statement or for additional information, and will promptly supply Shareholder and his outside counsel with copies of all written correspondence between Radiant or its representatives, on the one hand, and the Commission or members of its staff, on the other hand, with respect to the Preliminary Proxy Statement, the Proxy Statement, or the Separation or Exchange; and (ii) promptly inform Shareholder and his outside counsel if at any time prior to the Shareholders’ Meeting any event should occur that is required by applicable law to be set forth in each case promptly after receipt an amendment of, or a supplement to, the Proxy Statement, in which case, Radiant, in consultation with Shareholder and his outside counsel, will, upon learning of such comments event, promptly prepare and mail such amendment or requestsupplement. (b) It is expressly understood and agreed that: (i) Shareholder and Radiant will consult with each other in connection with all aspects of the preparation, filing, and clearance by the Commission of the Proxy Statement and the Preliminary Proxy Statement (including any written and all amendments or oral responses supplements thereto. Indigo Parent ); and its (ii) Radiant shall give Shareholder and his outside counsel shall be given a the reasonable opportunity to review and comment on each of the Proxy Statement and any amendments or supplements thereto Preliminary Proxy Statement prior to filing with the Commission and Monsoon shall give due consideration Shareholder and his outside counsel the reasonable opportunity to review and comment on all amendments and supplements to each of the additionsProxy Statement, deletions or changes suggested thereto and Preliminary Proxy Statement and all responses to requests for additional information and replies to comments prior to filing with the Commission. Each of Shareholder and Radiant agrees to use all reasonable efforts, after consultation with the other, to respond promptly to all such comments of and requests by Indigo Parent and its counselthe Commission.

Preparation of Proxy Statement. (a) As promptly as reasonably practicable following after the date hereofof this Agreement, Monsoon shall and in any event, within 30 calendar days after the date of this Agreement (unless otherwise agreed to by Parent), the Company will prepare and file with the applicable Governmental Entities and deliver, or cause to be delivered, to filed with the holders of the Monsoon Ordinary Shares, SEC a proxy statement in preliminary form relating to be used to seek the Monsoon Shareholder Approval Shareholders’ Meeting (such proxy statement, including any amendment or supplement thereto, including the definitive proxy statement, the “Proxy Statement”). Indigo Parent shall furnish The Company will use reasonable best efforts to cause the Proxy Statement to comply in all information as may be material respects with the requirements of the Exchange Act, the SEC and Nasdaq and, in each case, the rules and regulations thereunder, and other applicable Law. Parent, Merger Sub and the Company will reasonably requested by Monsoon and its advisers cooperate with one another in connection with the preparationpreparation of the Proxy Statement. Parent will furnish all information concerning Parent, filing Merger Sub and distribution their respective Affiliates as the Company or its Representatives may reasonably request in connection with the preparation of the Proxy Statement and as is required under applicable Law. Parent and the Company will each use reasonable best efforts to have the SEC confirm that it has no comments on the Proxy Statement as promptly as reasonably practicable after such filing. The Company will use reasonable best efforts to cause the Proxy Statement to be mailed or otherwise provided, as permitted by the SEC or applicable Law, to the Company Shareholders as promptly as reasonably practicable after the date on which the SEC confirms that it does not plan to review, or that it has no further comments on, the Proxy Statement. (b) The Company will, as promptly as reasonably practicable, (i) notify Parent of (A) the receipt of any necessary amendments comments (written or supplements oral) from the SEC and all other written correspondence and oral communications with the SEC relating to the Proxy Statement or the Transactions and (B) any request by the SEC for any amendment or supplement to the Proxy Statement or for additional information with respect thereto and (ii) supply Parent with copies of all written correspondence between the Company or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Transactions. Prior to the filing of the Proxy Statement (or any amendment or supplement thereto), any dissemination thereof to the Company Shareholders, or responding to any comments from the SEC with respect to the Proxy Statement or the Transactions or any other correspondence with the SEC related thereto, the Company will provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement (or any amendment or supplement thereto) or any other Company Disclosure Documents, or any proposed correspondence between the Company or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Transactions and will give reasonable and good faith consideration to any timely comments thereon made by Parent or its Representatives. If at The Company will permit Parent and its outside counsel to have a reasonable opportunity to participate in all communications, if any, with the SEC, Nasdaq or their respective staff, as applicable (including all meetings and telephone conferences) relating to this Agreement or any time of the Transactions. (c) Parent and the Company will each use reasonable best efforts to respond as promptly as reasonably practicable to any (written or oral) comments of the SEC with respect to the Proxy Statement or the Transactions. Except with respect to any disclosure or communication that relates to a Company Takeover Proposal or a Company Adverse Recommendation Change, the Company will provide Parent a reasonable opportunity to review and comment on the Proxy Statement and any amendment or supplement thereto or any substantive response to comments received from the SEC in respect thereof (including the proposed final version of such document or response), in each case, prior to the Closing filing thereof with the SEC or the dissemination thereof to the Company Shareholders, and will give reasonable and good faith consideration to any comments thereon made by Parent or its counsel. The Company will not include in the Proxy Statement any information with respect to Parent, Merger Sub or their respective Affiliates, unless the form and content thereof have been consented to in writing by Parent prior to such inclusion. The Proxy Statement will include (i) unless the Company Board has effected a Company Adverse Recommendation Change in compliance with this Agreement, including Section 5.2, the Company Board Recommendation, (ii) the Fairness Opinion of the Company’s Financial Advisors, (iii) the notice of the Shareholders’ Meeting and (iv) the notice and other information required by the GBCC. The Proxy Statement will not, without the prior written consent of Parent, submit for approval or consideration at the Shareholders’ Meeting any proposal other than (A) the proposal for the Company Shareholder Approval; (B) a nonbinding, advisory vote regarding the compensation that may be paid or may become payable to the Company’s “named executive officers” in connection with, or following, the consummation of the Merger; and (C) a customary proposal regarding postponement or adjournment of the Shareholders’ Meeting. (d) Until the Company Shareholder Approval is obtained, if any information relating to Monsoon the Company, Parent or Indigo Parent, Merger Sub or any of their respective Affiliates, directors or officers, should be is discovered by Monsoon the Company, Parent or Indigo Parent which Merger Sub that should be set forth in an amendment or supplement to the Proxy Statement, Statement so that such document the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party Party that discovers such information shall will promptly notify the other party Parties. After providing Parent and Merger Sub and their counsel reasonable opportunity to review such information and considering in good faith any comments from Parent or Merger Sub or their counsel, the Company will promptly prepare and file with the SEC an appropriate amendment or supplement describing such information shall promptly be prepared and filed with to the applicable Governmental Entities by Monsoon Proxy Statement and, to the extent required by applicable Lawfederal securities Laws, delivered disseminate such amendment or supplement to the holders Company Shareholders as of the Monsoon Ordinary Sharesrecord date established for the Shareholders’ Meeting. (e) The Company will use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Company Shareholder Approval to be received at the Shareholders’ Meeting or any adjournment or postponement thereof. (f) The Company agrees that all Company Disclosure Documents when filed, furnished or distributed or disseminated, as applicable, after the date hereof will comply with the applicable requirements of the Securities Act, the Exchange Act, the SEC, Nasdaq and, in each case, the rules and regulations promulgated thereunder. Monsoon agrees to provide Indigo Parent The Company Disclosure Documents, at the time of the filing of such Company Disclosure Documents and its counsel with copies at the time of any written commentsdistribution or dissemination thereof (and, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any Statement, including, for the avoidance of doubt, the date it is mailed to the Company Shareholders and the time of the Shareholders’ Meeting) and at the time of the consummation of the Transactions, including will not contain any request for amendments untrue statement of a material fact or supplements 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 or necessary to correct any statement in any earlier communication with respect to the Proxy Statement solicitation of proxies for the Shareholders’ Meeting that has become false or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counselmisleading.

Preparation of Proxy Statement. (a) As promptly as reasonably practicable following the date hereof, Monsoon Parent and the Company shall prepare and file with the applicable Governmental Entities SEC mutually acceptable proxy materials that shall constitute the Proxy Statement/Prospectus (such proxy statement/prospectus, and deliverany amendments or supplements thereto, or cause to be delivered, to the holders of the Monsoon Ordinary Shares, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement/Prospectus”)) and Parent shall prepare and file the Form S-4. Indigo The Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as Parent’s prospectus. The Form S-4 and the Proxy Statement/Prospectus shall 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. (b) Each of Parent and the Company shall use commercially reasonable efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. (c) Parent and the Company shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Proxy Statement/Prospectus received from the SEC. Parent shall provide the Company with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 and any communications prior to filing such with the SEC, and will promptly provide the Company with a copy of all such filings and communications made with the SEC. (d) The Company will use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Share Issuance and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested by Monsoon and its advisers in connection with any such action. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the preparationMerger for offering or sale in any jurisdiction, filing and distribution or any request by the SEC for amendment of the Proxy Statement and any necessary amendments Statement/Prospectus or supplements thereto. the Form S-4. (e) If at any time prior to the Closing Effective Time any information relating to Monsoon Parent or Indigo Parentthe Company, or any of their respective Affiliates, directors officers or officersdirectors, should be discovered by Monsoon Parent or Indigo Parent the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement, /Prospectus so that any of such document documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party and hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, SEC and disseminated to the extent required by applicable Law, delivered to the holders stockholders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counselCompany.

Preparation of Proxy Statement. (a) As promptly soon as reasonably practicable following after the date hereofof this Agreement and subject to the remaining provisions of this Section 6.3, Monsoon shall prepare and file in any event, within fifteen (15) Business Days after the date of this Agreement, Seller will prepare, after reasonable consultation with the applicable Governmental Entities Buyer, and deliver, or cause to be delivered, to filed with the holders of the Monsoon Ordinary Shares, SEC a proxy statement in preliminary form relating to be used to seek the Monsoon Shareholder Approval Stockholders’ Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). Indigo Parent shall Subject to Section 6.2, the Proxy Statement will contain Seller Board Recommendation. Buyer will furnish all information concerning Buyer and their respective Affiliates as Seller or its Representatives may be reasonably requested by Monsoon and its advisers request in connection with the preparation, filing and distribution preparation of the Proxy Statement. Buyer and Seller will each use commercially reasonable efforts to have the SEC confirm that it has no further comments on the Proxy Statement as promptly as reasonably practicable after such filing. Seller will use reasonable best efforts to cause the Proxy Statement to be mailed to the stockholders of Seller as promptly as reasonably practicable after the date on which the SEC confirms that it does not plan to review or it has no further comments on the Proxy Statement. Seller shall cooperate with and keep Buyer informed on a reasonably current basis regarding its solicitation efforts and voting results following dissemination of the definitive Proxy Statement. For the avoidance of doubt, Seller will not file the Proxy Statement or any necessary amendments other required filing in connection with the transactions contemplated under this Agreement without providing Buyer and its counsel a reasonable opportunity to review and comment on such document. (b) Seller will, as promptly as reasonably practicable, notify Buyer of (i) the receipt of any comments from the SEC and all other written correspondence and oral communications with the SEC relating to the Proxy Statement or supplements the transactions contemplated by this Agreement and (ii) any request by the SEC for any amendment or supplement to the Proxy Statement or for additional information with respect thereto, and, in each case, shall provide Buyer with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or any other related filing or the transactions contemplated hereunder. (c) Except with respect to any disclosure or communication that relates to a Seller Takeover Proposal or a Seller Adverse Recommendation Change, Seller will provide Buyer a reasonable opportunity to review and comment on the Proxy Statement or any response to comments received from the SEC in respect thereof (including the proposed final version of such document or response) and will consider in good faith any comments thereon made by Buyer or its counsel; provided, that any statement regarding Buyer or any of its Affiliates contained in such documents or responses shall require the prior written consent of Buyer. (d) Seller agrees, as to itself and its Controlled Affiliates (including the Acquired Entity), that none of the information included by it or any of its Controlled Affiliates (including the Acquired Entity) for inclusion or incorporation by reference in the Proxy Statement will contain any untrue statement of a material fact or omit to state any material fact. If If, at any time prior to the Closing receipt of Stockholder Approval, any information relating to Monsoon Seller or Indigo ParentBuyer, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon Seller or Indigo Parent which Buyer which, in the reasonable judgment of Seller or Buyer, as the case may be, should be set forth in an amendment of, or a supplement to to, the Proxy Statement, so that any of such document documents would not include contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party parties hereto, and an appropriate Seller and Buyer shall cooperate in the prompt filing with the SEC of any necessary amendment of, or supplement describing such information shall promptly be prepared and filed with to, the applicable Governmental Entities by Monsoon Proxy Statement and, to the extent required by applicable Law, delivered in disseminating the information contained in such amendment or supplement to the holders stockholders of Seller. Nothing in this Section 6.3(d) shall limit the rights or obligations of any party under any other paragraph of this Section 6.3. (e) All documents that Seller is responsible for filing with the SEC in connection with the transactions contemplated hereunder will comply as to form and substance in all material respects with the applicable requirements of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counselExchange Act.

Preparation of Proxy Statement. As Stockholders -------------------------------------------- Meeting. (a) The Company shall, as soon as practicable, prepare and file ------- with the SEC the proxy materials that shall constitute the proxy statement relating to the Merger and the Transactions to be submitted to the Company's stockholders at the Company Stockholders Meeting to approve the Merger and the Transactions (such proxy materials, and any amendments or supplements, the "PROXY STATEMENT") in preliminary form, and the Company shall use its --------------- reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. The Parent shall promptly provide to the Company all information regarding the Parent required to be included in the Proxy Statement in accordance with the Exchange Act and the rules of the SEC thereunder. Except as otherwise expressly permitted in accordance with Section 6.02(d), the Proxy Statement shall include the recommendation --------------- of the Company Board as provided in Section 4.04(b). Parent and its counsel --------------- shall be given a reasonable opportunity to review and comment on the Proxy Statement and all related proxy materials prior to such documents being filed with the SEC. At the earliest practical date following clearance of the date hereofProxy Statement by the SEC, Monsoon the Company shall use its reasonable best efforts to prepare and file with the applicable Governmental Entities and deliver, or cause to be delivered, to SEC the holders of the Monsoon Ordinary Shares, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent shall furnish all information as may be reasonably requested by Monsoon and its advisers in connection with the preparation, filing and distribution of the definitive Proxy Statement and any necessary amendments or supplements theretoto cause the definitive Proxy Statement to be mailed to the Company's stockholders, in each case at the earliest practicable date following the filing of the preliminary Proxy Statement with the SEC. If at any time prior to receipt of the Closing Company Stockholder Approval there shall occur any information relating to Monsoon or Indigo Parent, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. (b) The Company shall establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (the "COMPANY STOCKHOLDERS MEETING") for the purpose of seeking the Company ---------------------------- Stockholder Approval. The record and meeting dates for the Company Stockholders Meeting shall be established so that such document would not include any misstatement of a material fact or omit as to state any material fact necessary to make the statements therein, in light permit completion of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify Merger and the other party Transactions at the earliest practicable date and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, reasonably acceptable to the extent required by applicable Law, delivered to the holders each of the Monsoon Ordinary Shares. Monsoon agrees Company and Parent. (c) The Company shall be required to provide Indigo Parent and comply with Section 7.01(b) notwithstanding any action taken by the Company Board pursuant --------------- to Section 6.02 (d) to withdraw or modify its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon approval or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any recommendation of the Transactions, including --------------- Merger and this Agreement or to approve or recommend any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counselSuperior Company Proposal.

Preparation of Proxy Statement. As (a) Each of the Company and Parent shall cooperate with each other in the preparation of the Proxy Statement (including the preliminary Proxy Statement) and any amendment or supplement to the preliminary Proxy Statement. The Company shall promptly as practicable following the date hereof, Monsoon shall prepare and file with the applicable Governmental Entities SEC as promptly as reasonably practicable a preliminary Proxy Statement (and deliverin any event no later than 50 days following the date of this Agreement); provided, however, that the Company shall furnish such preliminary Proxy Statement to Parent and give Parent and its legal counsel a reasonable opportunity to review such preliminary Proxy Statement prior to filing with the SEC and shall accept all reasonable additions, deletions or cause to be delivered, changes suggested by Parent in connection therewith. The Company shall promptly notify Parent of the receipt of any comments of the SEC staff with respect to the holders of the Monsoon Ordinary Shares, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent shall furnish all information as may be reasonably requested by Monsoon and its advisers in connection with the preparation, filing and distribution of the preliminary Proxy Statement and of any necessary amendments or supplements thereto. If at requests by the SEC for any time prior to the Closing any information relating to Monsoon or Indigo Parent, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which should be set forth in an amendment or supplement thereto or for additional information and shall provide to Parent, as promptly as reasonably practicable, copies of all written correspondence between the Company or any representative of the Company and the SEC with respect to the Proxy Statement. If comments are received from the SEC staff with respect to the preliminary Proxy Statement, so that such document would not include any misstatement of a material fact or omit the Company shall use its reasonable best efforts to state any material fact necessary respond as promptly as reasonably practicable to make the statements therein, in light comments of the circumstances under which they were made, not misleading, the party that discovers such information shall SEC. The Company will promptly notify the other party and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, to the extent required by applicable Law, delivered to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo supply Parent and its counsel with copies of all correspondence between the Company or any written commentsof its Representatives, on the one hand, and shall inform Indigo Parent the SEC or members of any oral commentsits staff, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff on the other hand, with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses theretoMerger. Indigo The Company shall provide Parent and its legal counsel shall be given with a reasonable opportunity to review any amendment or supplement to each of the preliminary and the definitive Proxy Statement prior to filing with the SEC and any amendments or supplements thereto and Monsoon shall give due consideration to the accept all reasonable additions, deletions or changes suggested thereto by Indigo Parent in connection therewith. Parent shall promptly provide the Company with such information as may be required to be included in the Proxy Statement or as may be reasonably required to respond to any comment of the SEC staff. After all the comments received from the SEC have been cleared by the SEC staff and all information required to be contained in the Proxy Statement has been included therein by the Company, the Company shall promptly file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed (including by electronic delivery if permitted) as promptly as practicable, to its counselstockholders of record, as of the record date established by the Board of Directors of the Company.

Preparation of Proxy Statement. As USI shall, as promptly as reasonably practicable after the date hereof (and in no event later than ten (10) Business Days after the date hereof), duly set a record date for, call, give notice of, convene and hold the USI Stockholders Meeting for the purpose of obtaining the USI Stockholder Approval as promptly as reasonably practicable following the date upon which the Proxy Statement is cleared by the SEC (with the record date and meeting date to be set by the USI Board after consultation with Purchaser). As soon as reasonably practicable (and in no event later than twenty (20) Business Days after the date hereof), Monsoon USI shall prepare and file with the applicable Governmental Entities SEC the Proxy Statement in preliminary form, in form and deliversubstance reasonably satisfactory to each of USI and Purchaser. The USI Board shall include the USI Board Recommendation in the Proxy Statement and in each other filing with the SEC soliciting USI Stockholder Approval. USI shall comply with the MGCL, or cause to be deliveredits Articles of Incorporation, to its Bylaws, the holders Exchange Act and the rules and regulations of the Monsoon Ordinary Shares, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent shall furnish all information as may be reasonably requested by Monsoon and its advisers New York Stock Exchange in connection with the preparationUSI Stockholders Meeting, filing including preparing and distribution of delivering the Proxy Statement and any necessary amendments or supplements thereto. If at any time prior to the Closing any information relating to Monsoon or Indigo Parent, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which should be set forth in an amendment or supplement USI stockholders as required pursuant to the Proxy StatementExchange Act and this Agreement. Without the prior written consent of Purchaser, so the approval of this Agreement and the Contemplated Transactions shall be the only matter (other than procedural matters) that such document would not include USI shall propose to be acted on by the stockholders of USI at the USI Stockholders Meeting. USI shall use its commercially reasonable efforts, after consultation with Purchaser as provided herein, to respond as promptly as practicable to any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light comments of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party SEC and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, to the extent required by applicable Law, delivered to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to cause the Proxy Statement or any of in definitive form to be mailed to USI’s stockholders at the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counselearliest reasonably practicable time.

Preparation of Proxy Statement. (a) As promptly as reasonably practicable following after the date hereofexecution and delivery of this Agreement, Monsoon Parent shall prepare and file with the SEC under the Exchange Act, and with all other applicable Governmental Entities and deliver, or cause to be delivered, to the holders of the Monsoon Ordinary Sharesregulatory bodies, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”)) to be used for the purpose of soliciting proxies from holders of Parent Ordinary Shares to vote in favor of the Transaction Proposals. Indigo The Proxy Statement will comply as to form and substance with the applicable requirements of the Exchange Act and the rules and regulations hereunder. Parent shall furnish all information as may be reasonably requested by Monsoon and its advisers in connection file the definitive Proxy Statement with the preparationSEC and cause the Proxy Statement to be mailed to its shareholders of record, as of the record date to be established by the board of directors of Parent, within five (5) Business Days of (A) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act, or (B) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC. (b) Prior to filing and distribution with the SEC, Parent will make available to the Company drafts of the Proxy Statement and any necessary amendments other documents to be filed with the SEC, both preliminary and final, and any amendment or supplements theretosupplement to the Proxy Statement or such other document and will provide the Company with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. Parent shall not file any such documents with the SEC without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). Parent will advise the Company promptly after it receives notice thereof, of (i) the time when the Proxy Statement has been filed, (ii) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act, (iii) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC, (iv) the filing of any supplement or amendment to the Proxy Statement, (v) the issuance of any stop order by the SEC, (vi) any request by the SEC for amendment of the Proxy Statement, (vii) any comments from the SEC relating to the Proxy Statement and responses thereto or (viii) requests by the SEC for additional information. Parent shall promptly respond to any SEC comments on the Proxy Statement and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as soon after filing as practicable; provided, that prior to responding to any requests or comments from the SEC, Parent will make available to the Company drafts of any such response and provide the Company with a reasonable opportunity to comment on such drafts (c) If at any time prior to the Closing Parent Shareholders Meeting there shall be discovered any information relating to Monsoon or Indigo Parent, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which that should be set forth in an amendment or supplement to the Proxy Statement, Statement so that such document the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information Parent shall promptly notify the other party and transmit to its shareholders an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, to the extent required by applicable Law, delivered to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Proxy Statement containing such information. (d) Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff make all necessary filings with respect to the Proxy Statement or Transaction Proposals under the Securities Act, the Exchange Act and applicable “blue sky” laws, and any rules and regulations thereunder. (e) The Company agrees to promptly provide Parent with all information concerning the Company and the management, operations and financial condition of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional informationCompany and its Subsidiaries, in each case promptly after receipt of such comments case, reasonably requested or request, and any written or oral responses thereto. Indigo required by Parent and its counsel shall be given a reasonable opportunity to review for inclusion in the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counselStatement.

Preparation of Proxy Statement. Shareholder Meeting. --------------------------------------------------- (a) As promptly as practicable following the date hereofacceptance for payment of and payment for shares (as evidenced by delivery of cash sufficient to pay the Offer Price with respect to each share of Company Common Stock tendered to the Exchange Agent with irrevocable instructions to pay to tendering shareholders) of the Company Common Stock by Offeror pursuant to the Offer, Monsoon and if required by applicable law, Company shall prepare and file with the applicable Governmental Entities SEC a preliminary proxy or information statement in accordance with the Exchange Act relating to the Merger and deliver, or cause this Agreement and use all reasonable efforts to obtain and furnish the information required to be deliveredincluded by the Exchange Act and the SEC in such preliminary proxy or information statement and, after consultation with Buyer and MergerCo, to respond promptly to any comments made by the holders of the Monsoon Ordinary SharesSEC with respect to such preliminary proxy or information statement and cause a definitive proxy or information statement, a proxy statement including any amendment or supplement thereto, to be used mailed to seek the Monsoon Shareholder Approval (the “Proxy Statement”)Company's shareholders, provided that no amendment or supplement to such preliminary proxy or information statement will be made by Company without consultation with Buyer, MergerCo and their counsel. Indigo Parent shall furnish all information as may be reasonably requested by Monsoon and its advisers in connection with the preparationIf, filing and distribution of the Proxy Statement and any necessary amendments or supplements thereto. If at any time prior to the Closing Shareholders Meeting, any information relating event with respect to Monsoon or Indigo ParentCompany, or any of their respective Affiliatesits Subsidiaries, directors or directors, officers, should and/or the Merger or the other transactions contemplated hereby shall occur, which is required to be discovered by Monsoon or Indigo Parent which should be set forth described in an amendment or supplement to the Proxy Statement, Company shall so that describe such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon event and, to the extent required by applicable Lawlaw, delivered shall cause it to be disseminated to Company's shareholders. (b) Company will promptly notify MergerCo and Buyer of (i) the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies receipt of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive comments from time to time from any Governmental Entity or its staff with respect to the SEC regarding the Proxy Statement or any and (ii) the approval of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, by the SEC. MergerCo and any written or oral responses thereto. Indigo Parent and its counsel Buyer shall be given a reasonable opportunity to review and comment on all filings with the SEC and all mailings to Company's shareholders in connection with the Merger prior to the filing or mailing thereof, and Company shall use all reasonable efforts to reflect all such comments. (c) If adoption of this Agreement is required by applicable law, Company will, as promptly as practicable following the acceptance for payment of and payment for shares (as evidenced by delivery of cash sufficient to pay the Offer Price with respect to each share of Company Common Stock tendered to the Exchange Agent with irrevocable instructions to pay to tendering shareholders) of the Company Common Stock by Offeror pursuant to the Offer and in consultation with MergerCo and Buyer, duly call, give notice of, convene and hold a meeting of the Company's shareholders (the "Shareholders Meeting") for the purpose of approving this Agreement and the transactions contemplated by this Agreement. Company will, through its Board of Directors, recommend to its shareholders approval of the foregoing matters and seek to obtain all votes and approvals thereof by the shareholders, as set forth in Section 4.15; provided, however, that the obligations contained herein shall be subject to the provisions of Section 7.6 of this Agreement and, provided further that such recommendation and other action may be withdrawn, modified or amended if Company determines in good faith, based on advice of its outside counsel, that such action is necessary in order for the Board of Directors of the Company to comply with its fiduciary duties under applicable law. Subject to the foregoing, such recommendation, together with a copy of the opinion referred to in Section 4.14 shall be included in the Proxy Statement Statement. Company will use all reasonable efforts to hold such Shareholders Meeting as soon as practicable after the date hereof. At the Shareholders Meeting, Offeror shall cause all shares of Company Common Stock then owned by Buyer, MergerCo or any affiliate thereof to be voted in favor of the adoption of this Agreement and in favor of any amendments or supplements thereto and Monsoon other resolution necessary to approve the transactions contemplated by this Agreement. Notwithstanding the foregoing, if Offeror shall give due consideration acquire at least 90% of the outstanding Company Common Stock pursuant to the additionsOffer, deletions or changes suggested thereto by Indigo Parent MergerCo may cause the Merger to occur without a Shareholders Meeting and in accordance with Article 5.16 of the TBCA; provided, however, that in such event, the rights of shareholders of Company under this Agreement (including, without limitation, the right to receive the Merger Consideration) shall not be adversely affected thereby (other than the right to receive the Proxy Statement, attend the Shareholders Meeting and vote on the Merger, which shall no longer be applicable). (d) Company will cause its counseltransfer agent to make stock transfer records relating to Company available to the extent reasonably necessary to effectuate the intent of this Agreement.

Preparation of Proxy Statement. As promptly (a) The Company shall, as practicable following soon as practicable, but in any event within twenty (20) days after the date hereof, Monsoon shall prepare and file (after providing Parent and Merger Sub with a reasonable opportunity to review and comment thereon) preliminary proxy materials (including, without limitation, a Schedule 13e-3 filing, if required to be filed under the Exchange Act) relating to the Stockholders Meeting (together with any subsequent amendments thereof or supplements thereto, the "Proxy Statement") with the SEC and shall use its commercially reasonable efforts to respond to any comments of the SEC (after providing Parent and Merger Sub with a reasonable opportunity to review and comment thereon) and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after responding to all such comments to the satisfaction of the SEC. The Company shall notify Parent and Merger Sub promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent and Merger Sub with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement or the Transactions. The Company shall cause the Proxy Statement (other than portions relating to Parent and Merger Sub) to comply in all material respects with the applicable Governmental Entities provisions of the Exchange Act and deliver, or cause to be delivered, the rules and regulations thereunder applicable to the holders Proxy Statement and the solicitation of proxies for the Stockholders Meeting (including any requirement to amend or supplement the Proxy Statement). Parent and Merger Sub shall cooperate with the Company in the preparation of the Monsoon Ordinary Shares, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent , and each Party shall furnish all to the other such information relating to it and its Affiliates and the Transactions and such further and supplemental information as may be reasonably requested by Monsoon the other Party and its advisers shall promptly notify the other Party of any change in connection with the preparation, filing and distribution of the Proxy Statement and any necessary amendments or supplements theretosuch information. If at any time prior to the Closing Stockholders Meeting there shall occur any information relating to Monsoon or Indigo Parent, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which event that should be set forth in an amendment or supplement to the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information Company shall promptly notify the other party prepare and mail to its stockholders such an appropriate amendment or supplement; provided, that no such amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, to the extent required -------- Proxy Statement will be made by applicable Law, delivered to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Company without providing Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any of Merger Sub the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review and comment thereon. (b) Subject to the Company's rights under Section 6.05(b), the Company shall include in the Proxy Statement the unanimous recommendation of the voting members of the Company's Board of Directors, subject to any modification, amendment or withdrawal thereof, and any amendments or supplements thereto and Monsoon shall give due consideration represent that the Company Financial Advisor has, subject to the additionsterms of its engagement letter with the Company, deletions or changes suggested thereto by Indigo Parent and consented to the inclusion of references to its counselopinion in the Proxy Statement.

Preparation of Proxy Statement. (a) As promptly soon as practicable following the date hereofof this Agreement, Monsoon shall but no later than February 12, 2008, the Parent shall, with the cooperation of the Company, prepare and file with the SEC under the Exchange Act, and with all other applicable Governmental Entities and deliver, or cause to be delivered, to the holders of the Monsoon Ordinary Sharesregulatory bodies, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”) in preliminary form provided that if the Parent is otherwise ready, willing and able to file the Proxy Statement but is delayed in doing so solely by the Company’s failure (whether or not in the Company’s control) to provide the Company’s financial statements for the period ended September 30, 2007, the filing date shall be extended (x) one (1) Business Day for each day that the Company is the sole cause of such delay plus (y) three (3) Business Days. The Proxy Statement shall: (i) Request approval from the Parent’s stockholders of the Merger and this Agreement upon the terms set forth herein and the issuance of the Parent Units; (ii) Include the Parent’s Board of Directors recommendation to vote for the Merger, subject to Section 8.1(e); and (iii) Request such other approvals as the parties may determine are necessary or desirable. Indigo The Parent shall furnish all information as may also take any action required to be reasonably requested by Monsoon and its advisers taken under any applicable state securities laws in connection with the preparationissuance of the Unit Consideration. The Proxy Statement shall be filed in preliminary form in accordance with the Exchange Act, filing and distribution each of Company and the Parent shall use its commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. The Parent shall use its reasonable best efforts to (1) prepare and file with the SEC the definitive Proxy Statement, (2) cause the definitive Proxy Statement, including any amendment or supplement thereto to be approved by the SEC, and (3) to cause the definitive Proxy Statement to be mailed to the Parent’s stockholders as promptly as practicable after the SEC has approved it. The Parent shall notify the Company promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and each of the Parent and the Company shall supply each other with copies of all correspondence between such or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. (b) The parties hereto shall use all commercially reasonable efforts to have the Proxy Statement approved by the SEC as promptly as practicable after such filing. The Parent and its counsel shall obtain from the Company such information required to be included in the Proxy Statement and, after consultation with the Company and its counsel, respond promptly to any comments made by the SEC with respect to the Proxy Statement. The Parent shall allow the Company’s full participation in the preparation of the Proxy Statement and any necessary amendments or supplements thereto. If at any time prior to the Closing any information relating to Monsoon or Indigo Parent, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which should be set forth in an amendment or supplement to thereto and shall consult with the Company and its advisors concerning any comments from the SEC with respect thereto. The Company’s independent accountants shall assist the Parent and its counsel in preparing the Proxy Statement, so . The Company shall ensure that such document would any information furnished by the Company to the Parent that is designated in writing by the Company for inclusion in the Proxy Statement does not include contain any misstatement untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements thereinmade, in light of the circumstances under which they were made, not misleading. The Company shall furnish the 2007 Financial Statements as soon as they become available (and in any event prior to March 31, 2008), and such unaudited financial statements as may be required under the rules and regulations of the SEC for inclusion in the Proxy Statement as soon as they become available (and in any event prior to the 135th day after the date of the financial statements already included in such proxy on file with the SEC); provided, that if the Company has used its commercially reasonable efforts to provide the 2007 Financial Statements, the party Company’s failure to meet either such deadline shall only result in the deferral of the dates set forth in the definition of “Purchase Price” and Section 10.1(c)(ii) and Section 10.1(d). The Stockholders’ Representative shall make itself available to the Parent and its counsel in connection with the drafting of the Proxy Statement and responding in a timely manner to comments from the SEC. Prior to the filing of the Proxy Statement with the SEC and each amendment thereto, at the Parent’s request, the Stockholders’ Representative shall confirm in writing to the Parent and its counsel that discovers such it has reviewed the Proxy Statement (and each amendment thereto) and does not object to the Company information contained therein. (c) If, prior to the Effective Time, any event occurs with respect to the Company, or any change occurs with respect to other information supplied by the Company for inclusion in the Proxy Statement, which is required to be described in an amendment of, or a supplement to, the Proxy Statement, the Company shall promptly notify the other party Parent of such event, and an appropriate the Company and the Parent shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement describing such information shall promptly be prepared and filed with to the applicable Governmental Entities by Monsoon Proxy Statement and, as required by Law, in disseminating the information contained in such amendment or supplement to the extent required by applicable LawParent’s stockholders. (d) If, delivered prior to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of Effective Time, any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff event occurs with respect to the Proxy Statement Parent or Merger Subsidiary, or any change occurs with respect to other information supplied by the Parent for inclusion in the Proxy Statement, which is required to be described in an amendment of, or a supplement to, the Proxy Statement, the Parent shall promptly notify the Company of such event, and the Transactions, including Parent and the Company shall cooperate in the prompt filing with the SEC of any request for amendments necessary amendment or supplements supplement to the Proxy Statement or for additional informationand, as required by Law, in each case disseminating the information contained in such amendment or supplement to the Parent’s stockholders. (e) The Parent shall, promptly after receipt the Proxy Statement is cleared by the SEC, take all action necessary to duly call, give notice of, convene and hold a special meeting of such comments or requestits stockholders in accordance with all applicable Law and the Parent Charter and by-laws (the “Parent Stockholders Meeting”) as soon as practicable after the Proxy Statement is cleared by the SEC. The Parent shall consult with the Company on the date for the Parent Stockholders Meeting. The Parent shall use its commercially reasonable efforts to cause the Proxy Statement to be mailed to the Parent’s stockholders as soon as practicable after the Proxy Statement is cleared but in any event, the Parent shall mail the Proxy Statement within three (3) business days after the SEC clears the Proxy Statement. The Parent shall, through its board of directors, recommend to its stockholders that they approve the Merger, this Agreement, and any written or oral responses thereto. Indigo the transactions contemplated herein, unless the Parent’s board of directors reasonably concludes, upon consultation with its outside legal counsel, that the fiduciary duties of the board of directors under applicable law prohibit it from doing so, in which event the Company shall have the rights set forth in Section 10.1 hereof. (f) The Parent shall comply with all applicable federal and its counsel shall be given a reasonable opportunity state securities laws in all material respects with respect to review the filing of the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration the issuance of the Unit Consideration. (g) Each of the parties hereto acknowledge that the Parent Units issued to the additionsstockholders of Holdings and Optionholders pursuant to this Agreement are intended to be issued pursuant to the “private placement” exemption from registration under Section 4(2) of the Securities Act and/or Regulation D promulgated under the Securities Act and agree to fully cooperate with Parent in its efforts to ensure that the Parent Units may be issued pursuant to such private placement exemption. Such Parent Units shall be subject to a Registration Rights/Lockup Agreement; provided that in the event that Parent, deletions based on written advice of its counsel, has determined that the Parent Units to be issued pursuant to this Agreement cannot be issued under the “private placement” exemption from registration under Section 4(2) of the Securities Act and/or Regulation D promulgated under the Securities Act, then the Parent shall take all legally permissible action necessary to prepare and file, on a timely basis, a registration statement on Form S-4 with the SEC which registers the issuance of the shares issued as Unit Consideration pursuant to this Agreement (the “Form S-4 Alternative”). Parent shall use, and shall cause its officers, employees, agents, advisors or changes suggested thereto by Indigo other representatives to use, their respective commercially reasonable efforts to effectuate the foregoing (and fully cooperate with the other parties), including, without limitation, preparing and filing all applications, documents and forms necessary to register the Parent Units on an effective registration statement on Form S-4. In the event that Parent Units are issued pursuant to the Form S-4 Alternative, no Parent Units (or certificates therefor) shall be issued in exchange for any Certificates to any person who, prior to the Effective Time, may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) of the Company until such person has delivered to Parent and its counselthe Company a duly executed affiliate agreement in the form provided by Parent.

Preparation of Proxy Statement. (a) As promptly as practicable following the date hereofExecution Date, Monsoon Neptune shall prepare and file with the applicable Governmental Entities and deliver, or cause to be deliveredfiled with the SEC, to the holders of the Monsoon Ordinary Shares, a proxy statement to be used Proxy Statement in order to seek the Monsoon Shareholder Approval Neptune Stockholder Approval. Panther shall (x) cooperate with Neptune in the “preparation of the Proxy Statement”). Indigo Parent shall ; (y) use its reasonable best efforts to furnish all the information required by the SEC or federal securities Laws to be included in the Proxy Statement concerning the Panther Entities, including updated financial statements if required and (z) use its reasonable best efforts to provide such other assistance as may be reasonably requested by Monsoon and its advisers Neptune or Neptune’s outside legal counsel in connection with the preparation, filing and distribution of the Proxy Statement. Neptune shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as is practicable after filing and each of Neptune and Panther shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the holders of Neptune Common Stock as promptly as reasonably practicable after the Proxy Statement shall have been cleared by the SEC. Each party shall also take any action required to be taken and make any necessary amendments filings under the Securities Act, the Exchange Act or supplements theretoany applicable state securities Laws in connection with the Transactions, this Agreement or the issuance of Neptune Common Stock in the Transactions. All filings by Neptune with the SEC in connection with the Transactions and all mailings to the stockholders of Neptune in connection with the Transactions shall be subject to the reasonable opportunity for prior review and comment by Panther, which comments Neptune shall consider in good faith, acting reasonably. (b) If at any time prior to the Closing Effective Time, any party discovers any information relating to Monsoon Panther or Indigo ParentNeptune, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which officers that should be set forth in an amendment or supplement to the Proxy Statement, Statement so that such document documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party and Neptune shall promptly cause to be filed with the SEC an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, to the extent required by applicable Law, delivered disseminate such information to the holders stockholders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counselNeptune.

Preparation of Proxy Statement. (a) As promptly as practicable following after the execution of this Agreement (and in any event within twenty Business Days of the date hereofhereof subject to the first three sentences of Section 7.1(b)), Monsoon the Company shall prepare (with the assistance of Parent and Carve-out Buyer) and file with the applicable Governmental Entities and deliver, or cause to be delivered, to SEC the holders of the Monsoon Ordinary Shares, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent , which shall, subject to Section 6.2, include the Company Recommendation, and shall furnish all information as may be reasonably requested by Monsoon and its advisers in connection use reasonable best efforts to respond (with the preparation, filing assistance of Parent and distribution Carve-out Buyer) as promptly as practicable to any comments by the SEC staff in respect of the Proxy Statement and to cause the definitive Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the date of this Agreement. (b) The Company will provide Parent and Carve-out Buyer with a reasonable opportunity to review and comment on the Proxy Statement prior to filing. Parent, Merger Sub and Carve-out Buyer shall furnish to the Company in writing all information that is required by the Exchange Act to be set forth in the Proxy Statement, concerning themselves and their Affiliates. The Company agrees that the Proxy Statement will describe the Carve-out Transaction in reasonable detail, which shall be subject to the reasonable satisfaction of Parent and Carve-out Buyer. The Company shall promptly notify Parent and Carve-out Buyer upon the receipt of any necessary comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements theretoto the Proxy Statement and shall provide Parent and Carve-out Buyer with copies of all correspondence between it and its Representatives, on the one hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to holders of Company Common Stock as of the record date established for the Special Meeting at the earliest practicable time (which shall not be later than five Business Days after the date on which the SEC confirms that it has no further comments on the Proxy Statement if the SEC determines to review the Proxy Statement). If at any time prior to the Closing Special Meeting there shall occur any information relating to Monsoon or Indigo Parent, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which event that should be set forth in an amendment or supplement to the Proxy Statement, so the Company shall promptly after becoming aware thereof inform Parent and Carve-out Buyer in writing of such fact or event and prepare (with the assistance of Parent and Carve-out Buyer) and mail to its stockholders such an amendment or supplement, in each case, to the extent required by applicable Law. Subject to applicable Law, and anything in this Agreement to the contrary notwithstanding, prior to filing or mailing the Proxy Statement or filing any other required filings (or, in each case, any amendment or supplement thereto), or responding to any comments to the SEC with respect thereto, the Company shall provide Parent, Carve-out Buyer and their respective counsel with a reasonable opportunity to review and comment on the Proxy Statement or to respond, and shall consider in good faith and include in such document or response comments reasonably proposed by Parent, Carve-out Buyer and their respective Representatives. (c) Each of the Company, Parent, Merger Sub and Carve-out Buyer agrees to promptly (i) correct any information provided by it specifically for use in the Proxy Statement if and to the extent that such document would not information shall have become false or misleading in any material respect and (ii) supplement the information provided by it specifically for use in the Proxy Statement to include any misstatement of a material fact or omit to state any material fact information that shall become necessary in order to make the statements thereinin the Proxy Statement, in light of the circumstances under which they were made, not misleading, . The Company further agrees to cause the party that discovers such information shall Proxy Statement as so corrected or supplemented promptly notify the other party and an appropriate amendment or supplement describing such information shall promptly to be prepared and filed with the applicable Governmental Entities by Monsoon andSEC and to be disseminated to the holders of the Shares, in each case as and to the extent required by applicable Law, delivered to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counsel.

Preparation of Proxy Statement. As promptly as reasonably practicable following after the date hereof, Monsoon shall Rotor shall, with the assistance of the Company pursuant to this Section 5.9, prepare and and, following delivery of the PCAOB Financials to Rotor pursuant to Section 5.16(a), file with the applicable Governmental Entities and deliverSEC, or cause to be delivered, to the holders of Proxy Statement (it being understood that the Monsoon Ordinary Shares, Proxy Statement shall include a proxy statement which will be used for the purpose of soliciting proxies from the stockholders of Rotor at the Rotor Stockholders Meeting to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by Rotor’s Governing Documents and applicable Law, including any applicable Federal Securities Laws) in which Rotor shall (a) provide the stockholders of Rotor with the opportunity to redeem the Rotor Class A Shares pursuant to a Rotor Stockholder Redemption, and (b) solicit proxies from the stockholders of Rotor to vote at the Rotor Stockholders Meeting in favor of the Transaction Proposals, each in accordance with and as required by Rotor’s Governing Documents, applicable Federal Securities Laws. The Proxy Statement will comply as to form and substance with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. The Company and its counsel shall be given a reasonable opportunity to review, comment on and approve in writing each of the preliminary and final Proxy Statement and any amendment or supplement thereto prior to its filing with the SEC (to which comments reasonable and good faith consideration shall be given by Rotor). Rotor shall not file any such documents with the SEC (including in response to any comments from the SEC with respect thereto) without the prior written consent (email being sufficient) of the Company (such consent not to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”unreasonably withheld, conditioned or delayed). Indigo Parent Rotor shall use its reasonable best efforts, with the assistance of the other Parties hereto, to promptly respond to any comments, requests to amend or requests for additional information with respect to the Proxy Statement by the SEC. Each of Rotor and the Company shall promptly furnish to the other all information as concerning such Party, its Affiliates and its Representatives that may be required or reasonably requested in connection with any action contemplated by Monsoon and its advisers this Section 5.9 or for inclusion in any other statement, filing, notice or application made by or on behalf of Rotor to the SEC or applicable Stock Exchange in connection with the preparation, filing transactions contemplated by this Agreement and distribution the Ancillary Documents (the “Other Required Filings”). Each of Rotor and the Company shall promptly correct any information provided by it for use in the Proxy Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Rotor shall amend or supplement the Proxy Statement and any necessary amendments or supplements thereto. If at any time prior to the Closing any information relating to Monsoon or Indigo Parent, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which should be set forth in an amendment or supplement to cause the Proxy Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Rotor’s stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Rotor’s Governing Documents. The Parties will notify each other promptly of the receipt of any comments, whether written or oral, from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or any Other Required Filing, or for additional information, and will supply each other with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC, on the other hand, with respect to such filings. Without limiting the generality of the foregoing, (1) the Rotor Parties shall not, and shall cause their respective Representatives not to, have or participate in any substantive meetings or other substantive discussions with any Governmental Entity regarding the matters contemplated by this Section 5.9 without first consulting with the Company and providing the Company the opportunity to participate in such meetings or discussion and (2) the Company shall not, and shall cause its Representatives not to, have or participate in any substantive meetings or other substantive discussions with any Governmental Entity regarding the matters contemplated by this Section 5.9 without first consulting with Rotor and providing Rotor the opportunity to participate in such meetings or discussions. Each of the Parties hereto shall use reasonable best efforts to ensure that such document would not include none of the information related to it or any misstatement its Representatives, supplied by or on its behalf for inclusion in the Proxy Statement or any Other Required Filing will, at the time the Proxy Statement is filed with the SEC, at each time at which it is amended, or at the time it is mailed to Rotor’s stockholders, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were are made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, to the extent required by applicable Law, delivered to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counsel.

Preparation of Proxy Statement. (a) As promptly as practicable following the date hereof, Monsoon Parent shall prepare and file with the applicable Governmental Entities and deliver, or cause to be deliveredfiled with the SEC, to the holders of the Monsoon Ordinary Shares, a proxy statement to be used Proxy Statement in order to seek the Monsoon Shareholder Approval Parent Stockholder Approvals. Company Equityholder and Company shall (x) use its reasonable best efforts to promptly furnish the “information required by the SEC or federal securities Laws to be included in the Proxy Statement”). Indigo Parent shall furnish all Statement concerning the Company Equityholder, Company and their Subsidiaries and (y) use its reasonable best efforts to provide such other information and assistance as may be reasonably requested by Monsoon and its advisers Parent or Parent’s outside legal counsel in connection with the preparation, filing and distribution of the Proxy Statement. Without limiting the foregoing, the Company Equityholder and Company shall provide to Parent (i) the Audited Financial Statements, and (ii) such other information relating to (A) the Company Equityholder, Company or their Subsidiaries or (B) the Acquisition or the Person(s) or business(es) acquired, or contemplated or in discussions to be acquired, by the Company Group pursuant to the Acquisition as Parent may reasonably request to be included in the Proxy Statement, including in connection with the preparation of pro forma financial statements to be included in the Proxy Statement, with all such information in the foregoing clauses (i) and (ii) to be in such form as shall comply with all applicable SEC requirements with respect to the Proxy Statement (collectively, the “Required Financial Information”). The Company Equityholder and Company shall update the Required Financial Information at such times as may be required by the SEC or applicable Law. Parent shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after filing and to cause the Proxy Statement to be mailed to the holders of Parent Common Shares as promptly as practicable after the Proxy Statement shall have been cleared by the SEC. Each Party shall also take any action required to be taken and make any necessary amendments filings under the Securities Act, the Exchange Act or supplements theretoany applicable state securities Laws in connection with the Transactions, this Agreement, the Gexpro Agreement or the Share Issuances. Parent shall provide the Company a reasonable opportunity to review and comment on all filings to be made by Parent with the SEC in connection with the Transactions and all mailings to the stockholders of Parent in connection with the Transactions before such filings are made or such mailings are sent, which comments Parent shall consider in good faith, acting reasonably. (b) If at any time prior to the Closing Closing, any Party discovers any information relating to Monsoon Parent, Company or Indigo Parentthe Company Group, or any of their respective Affiliates, managers, directors or officers, should be discovered by Monsoon or Indigo Parent which officers that should be set forth in an amendment or supplement to the Proxy Statement, Statement so that such document documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party Party that discovers such information shall promptly notify the other party Parties and Parent shall promptly cause to be filed with the SEC an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, to the extent required by applicable Law, delivered disseminate such information to the holders stockholders of Parent. (c) The Parties shall notify each other promptly of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies receipt of any written commentscorrespondence, communications or comments from the SEC or the staff of the SEC and shall inform Indigo Parent of any oral comments, that Monsoon request by the SEC or its counsel may receive from time to time from any Governmental Entity or its the staff with respect to the Proxy Statement or any of the Transactions, including any request SEC for amendments or supplements to the Proxy Statement or for additional informationinformation and shall supply each other with (i) copies of all correspondence and a description of all material oral discussions between it or any of its respective Representatives, in each case promptly after receipt of such comments or requeston the one hand, and any written the SEC or oral responses theretothe staff of the SEC, on the other hand, with respect to the Proxy Statement or the Transactions and (ii) copies of all orders of the SEC relating to the Proxy Statement. Indigo Parent and its counsel Each Party shall be given provide the other Parties a reasonable opportunity to review and comment on all written responses by such Party to any such correspondence, communications or comments from the Proxy Statement and any amendments SEC or supplements thereto and Monsoon the staff of the SEC, which comments such Party shall give due consideration to the additionsconsider in good faith, deletions or changes suggested thereto by Indigo Parent and its counselacting reasonably.

Preparation of Proxy Statement. As promptly as practicable following (a) Each of the date hereofCompany and Parent shall cooperate with each other in the preparation of the preliminary and the definitive Proxy Statement, Monsoon including all amendments or supplements to the preliminary Proxy Statement. The Company shall prepare and file with the applicable Governmental Entities SEC the preliminary Proxy Statement (which shall, subject to Section 8.7, include the Board Recommendation) as promptly as reasonably practicable following the date of this Agreement (and deliver, or cause to be delivered, in any event no later than 30 days following the date of this Agreement). The Company shall promptly notify Parent of the receipt of any comments of the SEC with respect to the holders preliminary Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent, as promptly as reasonably practicable, copies of all written correspondence between the Company or any Representative of the Monsoon Ordinary Shares, a proxy statement Company and the SEC with respect to be used to seek the Monsoon Shareholder Approval (the “preliminary or definitive Proxy Statement”). Indigo If any comments are received from the SEC with respect to the preliminary Proxy Statement, the Company shall respond as promptly as reasonably practicable to such comments. Parent shall furnish all shall, as promptly as reasonably practicable, provide the Company with such information as may be reasonably requested by Monsoon and its advisers required to be included in connection with the preparation, filing and distribution of the Proxy Statement or as may be reasonably required to respond to any comment of the SEC. As promptly as reasonably practicable after all comments received from the SEC have been cleared by the SEC (and in any event within five Business Days after such clearance), which clearance will be deemed to occur if the SEC has not affirmatively notified the Company prior to the tenth day after filing the preliminary Proxy Statement that the SEC will not be reviewing the Proxy Statement, and all information required to be contained in the Proxy Statement has been included therein, the Company shall file the definitive Proxy Statement with the SEC and cause such definitive Proxy Statement to be mailed (including by electronic delivery if permitted) to its stockholders of record as of a record date reasonably established by the Company Board in accordance with applicable Law. (b) The Company shall make all necessary amendments filings with respect to the Transactions (including the Merger) under the Exchange Act and applicable “blue sky” laws and the rules and regulations thereunder. The Company will advise Parent, promptly after it receives notice thereof, of the time when any supplement or supplements thereto. amendment to the Proxy Statement has been filed. (c) If at any time prior to to, but not after, the Closing receipt of the Company Stockholder Approval, any information relating to Monsoon Parent or Indigo Parentthe Company, or any of their respective Affiliates, directors officers or officersdirectors, should be discovered by Monsoon Parent or Indigo Parent which the Company that should be set forth in an amendment or supplement to the Proxy Statement, Statement so that such document documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party Party that discovers such information shall promptly notify the other party Party, and an appropriate amendment or supplement describing such information shall be promptly be prepared and filed by the Company with the applicable Governmental Entities by Monsoon SEC and, to the extent required by applicable Law, delivered disseminated to the holders stockholders of the Monsoon Ordinary Shares. Monsoon agrees Company. (d) Notwithstanding the foregoing, prior to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon filing or its counsel may receive from time to time from any Governmental Entity or its staff with respect to mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the TransactionsSEC with respect thereto, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Company will (i) provide Parent and its counsel shall be given with a reasonable opportunity to review and comment on such document or response (including the Proxy Statement and any amendments proposed final version of such document or supplements thereto and Monsoon response), (ii) shall give due reasonable consideration for inclusion in such document or response all comments reasonably and promptly proposed by Parent and (iii) shall not file or mail such document or respond to the additionsSEC prior to receiving the approval of Parent, deletions which approval shall not be unreasonably withheld, conditioned or changes suggested thereto by Indigo Parent and its counseldelayed.

Preparation of Proxy Statement. As promptly as practicable following the date hereofParent Seller shall, Monsoon and each other Seller shall cause Parent Seller to, prepare and file with the applicable Governmental Entities and deliver, or cause to be delivered, to the holders of the Monsoon Ordinary Shares, SEC a proxy statement or information statement relating to be used to seek the Monsoon Shareholder Approval Seller Shareholders' Meeting (the “"Proxy Statement”). Indigo Parent ") as soon as reasonably practicable after the date hereof, and shall furnish all information as may be reasonably requested by Monsoon and use its advisers in connection with the preparation, filing and distribution of best efforts to have the Proxy Statement and any necessary amendments or supplements theretocleared by the SEC. If at any time prior to the New York Closing Date any information relating to Monsoon or Indigo Parent, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which event shall occur that should be set forth in an amendment of or a supplement to the Proxy Statement, so that Parent Seller shall, and each other Seller shall cause Parent Seller to, prepare and file with the SEC such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information as soon thereafter as is reasonably practicable. Parent Seller shall, and each other Seller shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon andcause Parent Seller to, to the extent required by applicable Law, delivered to the holders notify Purchaser of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies receipt of any written comments, and shall inform Indigo Parent comments of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or any of the Transactions, including any request for amendments or supplements to the Proxy Statement supplement thereto or for additional information, in each case and shall promptly after receipt provide (or cause to be provided) to Purchaser copies of such comments all correspondence between Parent Seller or requestany representative of Parent Seller and the SEC with respect to the Proxy Statement. Parent Seller shall, and any written or oral responses thereto. Indigo each other Seller shall cause Parent Seller to, and each other Seller shall cause Parent Seller to, promptly give Purchaser and its counsel shall be given a reasonable the opportunity to review the Proxy Statement and any amendments all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or supplements thereto sent to, the SEC. Parent Seller agrees to use its best efforts, (and Monsoon shall give due consideration each other Seller agrees to cause Parent Seller to use its best efforts to) after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement to be mailed to the additionsstockholders entitled to vote at Parent Seller Shareholders' Meeting at the earliest practicable time (but in no event later than November 30, deletions or changes suggested thereto by Indigo Parent and its counsel2001).

Preparation of Proxy Statement. (a) As promptly as practicable following the date hereofexecution and delivery of this Agreement, Monsoon Purchaser shall prepare and file prepare, with the applicable Governmental Entities assistance of the Company and deliverSeller, or and cause to be delivered, to filed with the holders of SEC the Monsoon Ordinary Shares, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent The Proxy Statement and any other related SEC filings shall be in a form mutually agreed by the Purchaser, the Company and Seller. Each of Purchaser, the Company and Seller shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Each of Purchaser, Seller and the Company shall furnish all information concerning it as may reasonably be reasonably requested by Monsoon and its advisers the other Party in connection with such actions and the preparationpreparation of the Proxy Statement. Promptly after the SEC has completed its review of the Proxy Statement, filing Purchaser will cause the Proxy Statement to be mailed to shareholders of Purchaser. (b) Each of Purchaser, the Company and distribution Seller shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned), any response to comments of the SEC or its staff with respect to the Proxy Statement and any necessary amendments or supplements amendment to the Proxy Statement filed in response thereto. If at any time prior to Purchaser, the Closing Company or Seller becomes aware that any information relating contained in the Proxy Statement shall have become false or misleading in any material respect or that the Proxy Statement is required to Monsoon be amended in order to comply with applicable Law, then (i) such Party shall promptly inform the other Parties and (ii) Purchaser, on the one hand, and the Company and Seller, on the other hand, and shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or Indigo Parent, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which should be set forth in delayed) an amendment or supplement to the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Purchaser, the party that discovers such information Company and Seller shall promptly notify use reasonable best efforts to cause the other party and an appropriate amendment Proxy Statement as so amended or supplement describing such information shall promptly supplemented, to be prepared and filed with the applicable Governmental Entities by Monsoon and, SEC and to be disseminated to the extent required by shareholders of Purchaser, as applicable, in each case, pursuant to applicable Law, delivered Law and subject to the holders terms and conditions of this Agreement and the Purchaser Organizational Documents. Each of the Monsoon Ordinary Shares. Monsoon agrees to Company, Seller and Purchaser shall provide Indigo Parent and its counsel the other Parties with copies of any written comments, and shall inform Indigo Parent such other Parties of any oral comments, that Monsoon or its counsel may receive Purchaser receives from time to time from any Governmental Entity the SEC or its staff with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after the receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given give the other Parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. (c) Purchaser agrees to include provisions in the Proxy Statement and any amendments or supplements thereto to take reasonable action related thereto, with respect to (i) approval of the Business Combination (as defined in the Purchaser Articles), and Monsoon shall give due consideration the adoption and approval of this Agreement in accordance with applicable Law and exchange rules and regulations (the “Transaction Proposal”), (ii) approval of the Purchaser Restated Articles (the “Amendment Proposal”) and each change to the additionsPurchaser Restated Articles that is required to be separately approved, deletions (iii) to the extent required by the NASDAQ listing rules, approval of the issuance of the Purchase Price (the “NASDAQ Proposal”), (iv) adjournment of the Special Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing proposals and (v) approval of any other proposals reasonably agreed by Purchaser and the Company to be necessary or changes suggested thereto appropriate in connection with the transaction contemplated hereby (the “Additional Proposal” and together with the Transaction Proposal, the Amendment Proposal, and the NASDAQ Proposal, the “Proposals”). Without the prior written consent of Seller, the Proposals shall be the only matters (other than procedural matters) which Purchaser shall propose to be acted on by Indigo Parent and its counselPurchaser’s shareholders at the Special Meeting.

Preparation of Proxy Statement. As promptly as reasonably practicable following after the date hereofhereof (and in any event within fifteen Business Days), Monsoon Parent shall prepare and file with the applicable Governmental Entities SEC the preliminary Proxy Statement in form and deliver, or cause substance reasonably satisfactory to be delivered, each of Parent and Buyer relating to the holders transactions contemplated hereby. Subject to the terms of the Monsoon Ordinary Sharesthis Agreement, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent shall furnish all information as may be reasonably requested by Monsoon and its advisers in connection with the preparation, filing and distribution of the Proxy Statement shall reflect the Recommendation and any necessary amendments or supplements theretoshall include a description of the other Board Actions. If at any time prior Buyer shall cooperate with Parent in the preparation of the preliminary Proxy Statement and the definitive Proxy Statement and shall furnish to Parent the Closing any information relating to Monsoon or Indigo ParentBuyer required by the Exchange Act. Parent shall use its commercially reasonable efforts, or after consultation with Buyer (and Buyer shall cooperate with Parent in good faith in connection therewith), to respond as promptly as practicable to any comments of their respective Affiliates, directors or officers, should the SEC and to cause the Proxy Statement in definitive form to be discovered by Monsoon or Indigo Parent which should be set forth in an amendment or supplement mailed to the Members at the earliest reasonably practicable time. Each of Parent and Buyer shall promptly correct any information provided by it for use in the Proxy Statement, so Statement if and to the extent that such document would not include any misstatement of a material fact it shall have become false or omit to state misleading in any material fact respect. Parent agrees to take all steps necessary to make cause the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall promptly Proxy Statement as so corrected to be prepared and filed with the applicable Governmental Entities by Monsoon andSEC and to be disseminated to holders of Units, in each case as, and to the extent extent, required by applicable Law, delivered to the holders of the Monsoon Ordinary SharesLegal Requirement. Monsoon agrees to Parent shall promptly provide Indigo Parent Buyer and its counsel with copies of any written comments, and shall inform Indigo Parent them of any oral comments, that Monsoon Parent or its counsel may receive from time to time from any Governmental Entity the SEC or its staff with respect to the Proxy Statement or any of the Transactions, (including any request by the SEC or its staff for any amendments or supplements to the preliminary Proxy Statement or for additional information, in each case promptly after receipt of such comments or requestthe definitive Proxy Statement), and any written Parent and Buyer shall cooperate in filing with the SEC or oral responses theretoits staff, and, if required, Parent shall mail to its members, as promptly as reasonably practicable, such amendment or supplement. Indigo Parent Buyer and its counsel shall be given a reasonable opportunity to review the Proxy Statement any written responses to such SEC comments and any amendments or supplements thereto and Monsoon Parent shall give due consideration to the reasonable additions, deletions or changes suggested thereto by Indigo Parent Buyer and its counsel. The Proxy Statement shall comply in all material respects with requirements of Legal Requirement.

Preparation of Proxy Statement. As promptly as practicable following the date hereof, Monsoon Parent shall prepare (with the Company’s cooperation) and file with the applicable Governmental Entities and deliver, or cause to be delivered, SEC a preliminary proxy statement relating to the holders of the Monsoon Ordinary Shares, a proxy statement to be used to seek the Monsoon Shareholder Approval Stockholders Meeting (the “Proxy Statement”). Indigo Parent shall furnish , as promptly as reasonably practicable (but in no event later than five (5) Business Days after Seller and the Company have provided all information as may be reasonably requested by Monsoon and its advisers Parent for inclusion in connection with the preparationProxy Statement, including the Required Financial Statements). Prior to the filing and distribution of the Proxy Statement (or any amendment or supplement thereto), or any dissemination thereof to the stockholders of Parent, or responding to any comments from the SEC with respect thereto, Parent shall provide the Company, Seller and their counsel with a reasonable opportunity to review such document or response (except made pursuant to any necessary telephone call initiated by the SEC, in which case Parent shall promptly provide the Company and Seller with a summary of any such communication), and Parent shall consider in good faith any comments proposed by the Company and Seller thereto (which comments shall be provided to Parent as promptly as reasonably practicable). Parent shall (with the Company’s cooperation) respond promptly to any comments from the SEC or the staff of the SEC with respect to the Proxy Statement (or any amendment or supplement thereto). Parent shall notify the Company and Seller promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements theretoto the Proxy Statement or for additional information and shall supply the Company and Seller with copies of all correspondence between the Parent and any of its representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement or the transactions contemplated by this Agreement. The Proxy Statement shall comply as to form in all material respects with the requirements of the Exchange Act. If at any time prior to the Closing Stockholders Meeting (or any adjournment or postponement thereof) any information relating to Monsoon or Indigo Parentany of the parties hereto, or any of their respective Affiliates, directors officers or officersdirectors, should be is discovered by Monsoon Parent, the Company or Indigo Parent which Seller (in the case of the Company and Seller, solely with respect to the information supplied by the Company or Seller, as applicable) that should be set forth in an amendment or supplement to the Proxy Statement, Statement so that such document the Proxy Statement would not include any a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then the party that discovers such information shall promptly notify the other party parties hereto and an appropriate amendment or supplement describing such information shall be promptly be prepared and filed by Parent with the applicable Governmental Entities by Monsoon SEC and, to the extent required by applicable Law, delivered disseminated to the holders stockholders of Parent. Parent shall cause the Monsoon Ordinary Shares. Monsoon agrees definitive Proxy Statement to provide Indigo be mailed to Parent’s stockholders as promptly as reasonably practicable (and in any event no later than five (5) Business Days) after the date the SEC advises that it has no further comments thereon or that Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to commence mailing the Proxy Statement or any of (which advice will be deemed to have been received if the Transactions, including any request for amendments or supplements SEC has not affirmatively notified Parent prior to the eleventh (11th) calendar day after filing the preliminary Proxy Statement that the SEC will or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall will not be given a reasonable opportunity to review reviewing the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to Statement, the additions, deletions or changes suggested thereto by Indigo Parent and its counsel.“Clearance Date”). - 86 - 8.12

Preparation of Proxy Statement. As ARCA promptly as practicable following the date hereof, Monsoon shall prepare and file with the applicable Governmental Entities and deliver, or cause to be delivered, to the holders of the Monsoon Ordinary Shares, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent shall furnish all information as may be reasonably requested by Monsoon and its advisers in connection with the preparation, filing and distribution of the Proxy Statement and mail the same to its shareholders in accordance with its charter and bylaws . CyberGuard shall cooperate with and assist ARCA in the preparation of the Proxy Statement. The Proxy Statement shall, together with the CyberGuard Disclosure Materials, constitute a disclosure document for the offer and issuance of the shares of CyberGuard Common Stock to be received by holders of ARCA Common Stock and ARCA Preferred Stock in the Merger. ARCA and CyberGuard shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities law requirements. Each of ARCA and CyberGuard agrees to provide promptly to the other such information concerning its business affairs and financial statements as, in the reasonable judgment of the providing party or its counsel, may be required for inclusion in or with the Proxy Statement, or in any necessary amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Proxy Statement. If at any time prior to the Closing any information event relating to Monsoon or Indigo Parent, CyberGuard or any of their respective Affiliates, directors or officers, its Subsidiaries should be discovered by Monsoon or Indigo Parent which should be set forth in an amendment of, or a supplement to to, the Proxy Statement, CyberGuard promptly shall so inform ARCA and shall furnish all necessary information to ARCA relating to such event. If any event relating to ARCA should be discovered which should be set forth in an amendment of, or a supplement to, the Proxy Statement, ARCA promptly shall so inform CyberGuard and shall furnish all necessary information to CyberGuard relating to such event. In the Proxy Statement, ARCA shall present this Agreement and the Merger for approval by the holders of ARCA Common Stock and ARCA Preferred Stock either by written consent or at the special meeting of ARCA Shareholders relating to the Merger, include the recommendation of ARCA's Board of Directors to its Shareholders that such document would not they vote in favor of the Agreement and the Merger and include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light description of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, to the extent availability of dissenters' rights required by applicable Law, delivered to the holders of the Monsoon Ordinary Shareslaw. Monsoon agrees to ARCA shall provide Indigo Parent CyberGuard and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review review, comment upon and approve the Proxy Statement. ARCA covenants to CyberGuard that it will distribute the Proxy Statement only to recipients who also receive a copy of the CyberGuard Disclosure Materials concurrently therewith and that the Proxy Statement will contain a conspicuous statement in substantially the following form: THIS PROXY STATEMENT IS BEING DISTRIBUTED TOGETHER WITH THE CYBERGUARD DISCLOSURE MATERIALS IN CONNECTION WITH THE MERGER DESCRIBED HEREIN. THE CYBERGUARD DISCLOSURE MATERIALS CONTAIN IMPORTANT INFORMATION CONCERNING CYBERGUARD CORPORATION AND SHOULD BE READ TOGETHER WITH THIS PROXY STATEMENT PRIOR TO MAKING A DECISION TO VOTE ON THE MERGER. IF YOU HAVE RECEIVED THIS PROXY STATEMENT WITHOUT THE ACCOMPANYING CYBERGUARD DISCLOSURE MATERIALS PLEASE CONTACT ARCA SYSTEMS, INC. IMMEDIATELY AND A COPY OF SUCH MATERIALS WILL BE PROVIDED TO YOU FREE OF CHARGE. In addition, any amendments form of proxy or supplements thereto written consent which is provided to holders of ARCA's securities for use in voting upon or consenting to this Agreement and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent Merger will contain an acknowledgment that the stockholder executing the proxy has received and its counselreviewed the CyberGuard Disclosure Materials.

Preparation of Proxy Statement. (a) As promptly soon as practicable following the date hereofof this Agreement, Monsoon shall the Parent shall, with the cooperation of the Company, prepare and file with the SEC under the Exchange Act, and with all other applicable Governmental Entities regulatory bodies, a third amendment to the Proxy Statement, provided that if the Parent is otherwise ready, willing and deliverable to file the third amendment to the Proxy Statement or any subsequent amendment to the Proxy Statement but is delayed in doing so solely by the Company’s failure (whether or not in the Company’s control) after June 13, 2008 to provide the Company’s financial statements for the period ended March 31, 2008, the filing date shall be extended (x) one (1) Business Day for each day after June 13, 2008 that the Company is the sole cause of such delay plus (y) three (3) Business Days. The Proxy Statement shall: (i) Request approval from the Parent’s stockholders of the Merger and this Agreement upon the terms set forth herein; (ii) Include the Parent’s Board of Directors recommendation to vote for the Merger, subject to Section 8.1(e); (iii) Include disclosure to the effect that Parent plans to consummate the Tender Offer before or shortly after the Closing; and (iv) Request such other approvals as the parties may determine are necessary or desirable. The third amendment to the Proxy Statement and any subsequent amendment to the Proxy Statement shall be filed in accordance with the Exchange Act, and each of Company and the Parent shall use its commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. The Parent shall use its reasonable best efforts to (1) prepare and file with the SEC the definitive Proxy Statement, (2) cause the definitive Proxy Statement, including any amendment or supplement thereto to be deliveredapproved by the SEC, and (3) to cause the definitive Proxy Statement to be mailed to the holders Parent’s stockholders as promptly as practicable after the SEC has approved it. The Parent shall notify the Company promptly of the Monsoon Ordinary Sharesreceipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and each of the Parent and the Company shall supply each other with copies of all correspondence between such or any of its representatives, a proxy statement on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. (b) The parties hereto shall use all commercially reasonable efforts to have the Proxy Statement approved by the SEC as promptly as practicable after the filing of the third amendment to such Proxy Statement. The Parent and its counsel shall obtain from the Company such information required to be used included in the Proxy Statement and, after consultation with the Company and its counsel, respond promptly to seek any comments made by the Monsoon Shareholder Approval (SEC with respect to the “Proxy Statement”). Indigo The Parent shall furnish all information as may be reasonably requested by Monsoon and its advisers allow the Company’s full participation in connection with the preparation, filing and distribution preparation of the Proxy Statement and any necessary amendments or supplements thereto. If at any time prior to the Closing any information relating to Monsoon or Indigo Parent, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which should be set forth in an amendment or supplement to thereto and shall consult with the Company and its advisors concerning any comments from the SEC with respect thereto. The Company’s independent accountants shall assist the Parent and its counsel in preparing the Proxy Statement, so . The Company shall ensure that such document would any information furnished by the Company to the Parent that is designated in writing by the Company for inclusion in the Proxy Statement does not include contain any misstatement untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements thereinmade, in light of the circumstances under which they were made, not misleading. The Company shall furnish the 2007 Financial Statements as soon as they become available (and in any event prior to March 31, 2008), and such unaudited financial statements as may be required under the party that discovers rules and regulations of the SEC for inclusion in the Proxy Statement as soon as they become available (and in any event prior to the 135th day after the date of the financial statements already included in such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall promptly be prepared and filed proxy on file with the applicable Governmental Entities by Monsoon and, SEC). The Stockholders’ Representative shall make itself available to the extent required by applicable Law, delivered to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel in connection with copies the drafting of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any and responding in a timely manner to comments from the SEC. Prior to the filing of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional informationwith the SEC and each amendment thereto, in each case promptly after receipt of such comments or at the Parent’s request, and any written or oral responses thereto. Indigo the Stockholders’ Representative shall confirm in writing to the Parent and its counsel shall be given a reasonable opportunity to review that it has reviewed the Proxy Statement (and any amendments or supplements thereto each amendment thereto) and Monsoon shall give due consideration does not object to the additions, deletions or changes suggested thereto by Indigo Company information contained therein. Parent shall provide the Company and its counsel printer’s copies of all documents filed with the SEC on the same day that they are delivered to Parent and its counsel. (c) If, prior to the Effective Time, any event occurs with respect to the Company, or any change occurs with respect to other information supplied by the Company for inclusion in the Proxy Statement, which is required to be described in an amendment of, or a supplement to, the Proxy Statement, the Company shall promptly notify the Parent of such event, and the Company and the Parent shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and, as required by Law, in disseminating the information contained in such amendment or supplement to the Parent’s stockholders. (d) If, prior to the Effective Time, any event occurs with respect to the Parent or Merger Subsidiary, or any change occurs with respect to other information supplied by the Parent for inclusion in the Proxy Statement, which is required to be described in an amendment of, or a supplement to, the Proxy Statement, the Parent shall promptly notify the Company of such event, and the Parent and the Company shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and, as required by Law, in disseminating the information contained in such amendment or supplement to the Parent’s stockholders. (e) The Parent shall, promptly after the Proxy Statement is cleared by the SEC, take all action necessary to duly call, give notice of, convene and hold a special meeting of its stockholders in accordance with all applicable Law and the Parent Charter and by-laws (the “Parent Stockholders Meeting”) as soon as practicable after the Proxy Statement is cleared by the SEC. The Parent shall consult with the Company on the date for the Parent Stockholders Meeting. The Parent shall use its commercially reasonable efforts to cause the Proxy Statement to be mailed to the Parent’s stockholders as soon as practicable after the Proxy Statement is cleared but in any event, the Parent shall mail the Proxy Statement within three (3) business days after the SEC clears the Proxy Statement. The Parent shall, through its board of directors, recommend to its stockholders that they approve the Merger, this Agreement, and the transactions contemplated herein, unless the Parent’s board of directors reasonably concludes, upon consultation with its outside legal counsel, that the fiduciary duties of the board of directors under applicable law prohibit it from doing so, in which event the Company shall have the rights set forth in Section 10.1 hereof. (f) The Parent shall comply with all applicable federal and state securities laws in all material respects with respect to the filing of the Proxy Statement.

Preparation of Proxy Statement. As promptly as reasonably practicable following (but in any event within five (5) Business Days) after the Go-Shop Period End Date (or such earlier date hereofas the Company determines in its sole discretion), Monsoon subject to the receipt from Parent and Merger Sub of the information described in the third sentence of this Section 6.6(c) (Preparation of Proxy Statement), the Company shall prepare and file with the applicable Governmental Entities SEC the Proxy Statement, and delivereach of the Company and Parent shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Subject to Section 6.4(e) (Change in Recommendation; Termination), or cause the Proxy Statement shall include the Company Board Recommendation. Parent and Merger Sub shall promptly furnish to the Company all information concerning Parent and Merger Sub required to be delivered, to set forth in the holders of the Monsoon Ordinary Shares, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent shall furnish all information as may be Statement or reasonably requested by Monsoon the Company for inclusion therein. Each of Parent and its advisers Merger Sub shall promptly correct any information provided by it for use in connection with the preparation, filing and distribution of the Proxy Statement if and to the extent that such information shall have become false or misleading in any necessary material respect and to correct any material omissions therein. The Company shall notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements theretoto the Proxy Statement or for additional information and shall make available to Parent copies of all correspondence between the Company and the SEC or its staff with respect to the Proxy Statement. If at any time prior to receipt of the Closing Required Company Stockholder Approval there shall occur any information relating to Monsoon or Indigo Parent, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which event that should be set forth in an amendment or supplement to the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information Company shall promptly notify the other party prepare and mail to its stockholders such an appropriate amendment or supplement describing such information supplement. The Company shall promptly be prepared cooperate with and filed with the applicable Governmental Entities by Monsoon and, to the extent required by applicable Law, delivered to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement prior to its being filed with the SEC and any shall provide Parent and their counsel a reasonable opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information prior to their being filed with, or supplements thereto and Monsoon sent to, the SEC. The Company shall give due reasonable and good faith consideration to the additions, deletions any comments made by Parent or changes suggested thereto by Indigo Parent and its counsel. The Company shall use its reasonable efforts to cause the definitive Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable (but in any event within ten (10) Business Days) after the SEC confirms that it has no further comments on the Proxy Statement.