Common use of Company Stockholder Approval Clause in Contracts

Company Stockholder Approval. As promptly as practicable after the SEC Approval Date, the Company shall (i) seek the Company Stockholder Approval via written consent (the “Written Consent”) and (ii) in the event the Company determines it is not able to obtain the Written Consent, the Company shall call and hold a meeting of holders of Company Common Stock and Company Preferred Stock for the purpose of voting solely upon the Company Stockholder Approval (the “Company Stockholders Meeting”) as soon as reasonably practicable after the SEC Approval Date, provided that the Company Stockholders Meeting will occur no later than the date of the BRPA Special Meeting. In connection therewith, the Company shall use reasonable best efforts to, as promptly as practicable, (A) establish the record date (which record date shall be mutually agreed with BRPA) for determining the Company Stockholders entitled to provide such Written Consent or vote in such Company Stockholders Meeting, (B) cause the Consent Solicitation Statement to be disseminated to the Company Stockholders in compliance with applicable Legal Requirements and (C) solicit written consents or votes or proxies for use at the Company Stockholders Meeting, as applicable, from the Company Stockholders to give the Company Stockholder Approval. The Company, acting through the Company Board, shall recommend that the Company Stockholders approve and adopt this Agreement and the Transactions, including the Merger (the “Company Board Recommendation”) and shall include the Company Board Recommendation in the Consent Solicitation Statement, subject to the Company Board’s compliance with its fiduciary duties under applicable law. If the Company Stockholder Approval is obtained by written consent, then promptly following the receipt of the Written Consent, the Company will prepare and deliver to its stockholders who have not consented the notice required by Section 228(e) of the DGCL.

Company Stockholder Approval. As promptly as practicable after the SEC Approval Date, the (a) The Company shall (i) seek take all action necessary to solicit the Company Stockholder Approval via written consent (the “Written Consent”) and (ii) in the event the Company determines it is not able to obtain the Written Consent, the Company shall call and hold a meeting of holders of Company Common Stock and Company Preferred Stock for the purpose of voting solely upon the Company Stockholder Approval (the “Company Stockholders Meeting”) as soon as reasonably practicable after the SEC Approval Registration Statement Effective Date, provided that the . The Company Stockholders Meeting will occur no later than the date provide Parent with copies of the BRPA Special Meeting. In connection therewith, the Company shall use reasonable best efforts to, as promptly as practicable, (A) establish the record date (which record date shall be mutually agreed with BRPA) for determining the Company Stockholders entitled to provide such Written Consent or vote in such Company Stockholders Meeting, (B) cause the Consent Solicitation Statement to be disseminated to the Company Stockholders in compliance with applicable Legal Requirements and (C) solicit all written consents or votes or proxies for use at the Company Stockholders Meeting, as applicable, from the Company Stockholders to give it receives within one (1) Business Day of receipt of the Company Stockholder Approval. The Company, acting through the Company Board, shall recommend that the Company Stockholders approve and adopt this Agreement and the Transactions, including the Merger (the “Company Board Recommendation”) and shall include the Company Board Recommendation in the Consent Solicitation Statement, subject to the Company Board’s compliance with its fiduciary duties under applicable law. If the Company Stockholder Approval is obtained by written consentobtained, then promptly following the receipt of the Written Consentrequired written consents, the Company will prepare and deliver to its stockholders who have not consented the notice required by Section 228(e) and 262 of the DGCL. (b) To the extent the Company Stockholder Approval is not delivered pursuant to Section 7.2(a) within one (1) day following the Registration Statement Effective Date, then the Company shall take all action necessary to duly call, given notice, convene and hold the Company Stockholders Meeting as soon as practicable, and, in connection therewith, the Company shall (a) mail a stockholder information statement and proxy solicitation which shall include, without limitation, the Proxy Statement/Prospectus and a notice of dissent and appraisal rights as required under applicable Delaware law to the holders of Company Common Stock in advance of such meeting for the purpose of soliciting from the holders of Company Common Stock proxies to vote in favor of the adoption of this Agreement and approval of the Merger; and (b) take all other actions necessary or advisable to secure the vote or consent of the Company Stockholders required by applicable Legal Requirements to obtain such approval. The Company shall keep Parent and the Merger Sub updated with respect to proxy solicitation results as requested by Parent or the Merger Sub. 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 Parent (other than: (i) in order to obtain a quorum of its stockholders; or (ii) as reasonably determined by the Company to comply with applicable Legal Requirements). The Company shall use its reasonable best efforts to cooperate with Parent to hold the Company Stockholders Meeting on the same day and at the same time as the Special Meeting as soon as reasonably practicable after the date of this Agreement, and to set the same record date for each such meeting. (c) Unless this Agreement has been terminated in accordance with its terms, the Company’s obligation to solicit written consents from the Company Stockholders to give the Company Stockholder Approval in accordance with this Section 7.2 shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any other acquisition proposal.

Company Stockholder Approval. As promptly as practicable after the SEC Approval Date, the The Company shall (i) seek solicit the Company Stockholder Approval via a written consent of the Company’s stockholders approving: (a) the plan of merger set forth in this Agreement; and (b) the adoption and/or approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy Statement, the Registration Statement or correspondence related thereto (clauses (a) and (b), collectively, the “Company Stockholder Matters”) in accordance with applicable Law and in the form attached to the Company Voting and Support Agreement as Exhibit A thereto (the “Written Consent”) and (ii) in the event the ). The Company determines it is not able will use its reasonable best efforts to take all actions necessary to obtain the Written Consent, Consent and the board of directors of the Company shall call and hold a meeting of will not change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, its recommendation that the equity holders of Company Common Stock and Company Preferred Stock for the purpose of voting solely upon the Company Stockholder Approval (approve the “Company Stockholders Meeting”) as soon as reasonably practicable after the SEC Approval Date, provided that the Company Stockholders Meeting will occur no later than the date plan of the BRPA Special Meetingmerger set forth in this Agreement. In connection therewith, the The Company shall (i) use reasonable its best efforts to, as promptly as practicable, (A) establish the record date (which record date shall be mutually agreed with BRPA) for determining the Company Stockholders entitled to provide such Written Consent or vote in such Company Stockholders Meeting, (B) cause the Consent Solicitation Statement to be disseminated to its stockholders as promptly as possible (and commencing no later than five Business Days) following the date the Registration Statement is declared effective under the Securities Act and (ii) deliver to Buyer executed copies of the Written Consent collectively representing the Company Stockholders Stockholder Approval as soon as is reasonably practicable after the date that the Consent Solicitation Statement is required to be disseminated by the Company to its stockholders pursuant to this Section 7.05. In connection therewith, the Company will (x) establish the record date for determining the Company stockholders entitled to provide such Written Consent, (y) cause the Consent Solicitation Statement and Written Consent to be disseminated to the Company’s stockholders in compliance with applicable Legal Requirements Law, and (Cz) solicit written consents or votes or proxies for use at execution of the Company Stockholders Meeting, as applicable, Written Consent from the Company’s stockholders. The Company Stockholders to give will provide Buyer with all executed copies of the Written Consent it receives within one Business Day of receipt. Promptly following the receipt of executed copies of the Written Consent collectively representing the Company Stockholder Approval. The Company, acting through the Company Board, shall recommend that the Company Stockholders approve and adopt this Agreement and the Transactions, including the Merger (the “Company Board Recommendation”) and shall include the Company Board Recommendation in the Consent Solicitation Statement, subject to the Company Board’s compliance with its fiduciary duties under applicable law. If the Company Stockholder Approval is obtained by written consent, then promptly following the receipt of the Written Consent, the Company will prepare and deliver to its the Company’s stockholders who have not consented executed the Written Consent the notice required by Section 228(e) under NRS 92A.430, which will include a description of the DGCLappraisal rights of the Company’s stockholders available under the NRS, along with such other information as is required pursuant to applicable Law.

Company Stockholder Approval. As promptly as practicable after the SEC Approval Date(a) Company shall take, in accordance with applicable law and the Company shall (i) seek the COI and Company Stockholder Approval via written consent (the “Written Consent”) and (ii) in the event the Company determines it is not able Bylaws, all actions necessary to obtain the Written Consent, the Company shall call and hold convene a special meeting of holders of Company Common Stock and Company Preferred Stock for the purpose of voting solely upon the Company Stockholder Approval its stockholders (the “Company Stockholders Meeting”) to be held as soon as reasonably practicable after the SEC Approval DateS-4 is declared effective for the purpose of obtaining the Requisite Company Vote required in connection with this Agreement and the Merger. Except to the extent specifically contemplated in Section 6.3(b) in the case of an Adverse Recommendation Change, provided that each of Company and the Company Stockholders Meeting will occur no later than Board shall use its reasonable best efforts to obtain from the stockholders of Company the Requisite Company Vote, including by communicating to its stockholders its recommendation (and including such recommendation in the Joint Proxy Statement) that they adopt and approve the plan of Merger set forth in this Agreement and the transactions contemplated hereby. Company shall engage a proxy solicitor reasonably acceptable to Parent to assist in the solicitation of proxies from stockholders relating to the Requisite Company Vote. (b) The Company Board (and each committee thereof) shall not: (1) withhold, withdraw, qualify or modify (or publicly propose, resolve or declare its intent to withhold, withdraw, qualify or modify) the Company Recommendation; (2) recommend or declare advisable an Acquisition Proposal; or (3) fail to include the Company Recommendation in the Joint Proxy Statement (any action described in sub-clauses (1)-(3) above, an “Adverse Recommendation Change”). However, subject to Section 8.1 and Section 8.2, if at any time after the date of this Agreement and prior to the BRPA Special Meeting. In connection therewithtime the Requisite Company Vote is obtained, the Company shall use reasonable best efforts toreceives an Acquisition Proposal that did not result from a material breach of the other terms of this Agreement, as promptly as practicable, (A) establish the record date (which record date shall be mutually agreed with BRPA) for determining the Company Stockholders entitled to provide such Written Consent or vote in such Company Stockholders Meeting, (B) cause the Consent Solicitation Statement to be disseminated to the Company Stockholders in compliance with applicable Legal Requirements and (C) solicit written consents or votes or proxies for use at the Company Stockholders Meeting, as applicable, from the Company Stockholders to give the Company Stockholder Approval. The Company, acting through the Company Board, shall recommend after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that the Company Stockholders approve and adopt this Agreement and the Transactions, including the Merger (the “Company Board Recommendation”) and shall include the Company Board failure to effect an Adverse Recommendation Change in the Consent Solicitation Statement, subject to the Company Board’s compliance connection with an Acquisition Proposal would more likely than not result in a violation of its fiduciary duties under applicable law. If the Company Stockholder Approval is obtained by written consent, then promptly following the receipt of the Written Consentin submitting this Agreement to its stockholders, the Company will prepare and deliver Board may make an Adverse Recommendation Change (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event the Company Board may communicate the basis for its Adverse Recommendation Change to its stockholders who have in the Joint Proxy Statement or an appropriate amendment or supplement thereto; provided, that the Company Board may not consented the take any actions under this sentence unless (i) it gives Parent at least three (3) business days’ prior written notice required by Section 228(e) of its intention to take such action and a reasonable description of the DGCLevent or circumstances giving rise to its determination to take such action (including, in the event such action is taken by the Company Board in response to an Acquisition Proposal, the latest material terms and conditions and the identity of the third party in any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (ii) at the end of such notice period, the Company Board takes into account any amendment or modification to this Agreement proposed by Parent and after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable law to continue to recommend this Agreement. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to in this Section 6.3. (c) Company shall adjourn or postpone the Company Meeting to solicit additional proxies if, as of the time for which such meeting is originally scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting, Company has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Company Vote. Notwithstanding anything in this Agreement to the contrary, unless this Agreement has been terminated in accordance with its terms, the Company Meeting shall be convened and this Agreement shall be submitted to the stockholders of Company at the Company Meeting, for the purpose of voting on the adoption of this Agreement and the other matters contemplated hereby, and nothing contained herein shall be deemed to relieve Company of such obligation. Company shall only be required to adjourn or postpone the Company Meeting two (2) times pursuant to the first sentence of this Section 6.3(c).

Company Stockholder Approval. (a) As promptly as reasonably practicable after (but in any event no later than forty-five (45) days following the date by which the Registration Statement has been declared effective by the SEC Approval (the “SEC Clearance Date”)), the Company shall (ix) seek the Company Stockholder Approval via written consent (the “Written Consent”) and (ii) in the event the Company determines it is not able to obtain the Written Consent, the Company shall call and hold a meeting of holders of the Company Common Stock and Company Preferred Stock Holders for the purpose of voting solely upon approving: (i) this Agreement, the other Transaction Documents (to which the Company Stockholder Approval is or will be a party) and the Transactions (including the Mergers), (ii) the Company COI Amendment, and in each case with respect to clauses (i) and (ii) shall obtain approval from Company Holders holding at least a majority of the Company Common Stock (the “Company Stockholders MeetingStockholder Transaction Approval”), and (iii) as soon as reasonably practicable after the SEC Approval DateAIM Cancellation, provided that the Company Stockholders Meeting will occur no later than the date of the BRPA Special Meeting. In connection therewith, in such case the Company shall use reasonable best efforts to, as promptly as practicable, obtain the consent of not less than seventy-five percent (A75%) establish of the record date votes cast by Company Holders at such meeting in accordance with Rule 41 of the AIM Rules (which record date shall be mutually agreed with BRPA) for determining the Company Stockholders entitled to provide such Written Consent or vote in such Company Stockholders Meeting, (B) cause the Consent Solicitation Statement to be disseminated to the Company Stockholders in compliance with applicable Legal Requirements and (C) solicit written consents or votes or proxies for use at the Company Stockholders Meeting, as applicable, from the Company Stockholders to give the “Company Stockholder Approval. The Company, acting AIM Consent”); (y) through the Company Board, shall recommend to its stockholders that they approve the Company Stockholders approve and adopt this Agreement Stockholder Transaction Approval and the Transactions, including the Merger Company Stockholder AIM Consent (the “Company Board Recommendation”) and shall (z) include the Company Board Recommendation in the Consent Solicitation Statementnotice of meeting delivered to Company Holders. The Company Board shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the Company Board Recommendation. (b) The Company shall (i) as promptly as reasonably practicable after the date hereof, notify the London Stock Exchange in accordance with Rule 41 of the AIM Rules that it wishes to implement the AIM Cancellation, subject to the Company Board’s compliance Stockholder AIM Consent, and (ii) at least twenty (20) clear Business Days prior to the Closing Date, inform the London Stock Exchange in accordance with its fiduciary duties under applicable law. If the Company Stockholder Approval is obtained by written consent, then promptly following the receipt Rule 41 of the Written Consent, AIM Rules that the Company will prepare and deliver to its stockholders who have not consented AIM Cancellation shall become effective on the notice required Closing Date or as soon as practicable thereafter (unless otherwise mutually agreed by Section 228(e) of the DGCLParties).

Company Stockholder Approval. As promptly as practicable (a) No later than one (1) Business Day after the SEC Approval Dateeffective date of the Registration Statement, the Company shall obtain and deliver evidence to Parent of the execution and delivery of the Company Stockholder Written Consent from holders of Company Capital Stock (i) seek all of which holders shall have delivered properly completed and duly executed Company Stockholder Letter indicating that they are Accredited Holders), sufficient for the Company Stockholder Approval via written under the DGCL and the Company’s Organizational Documents, in lieu of a meeting pursuant to Section 228 of the DGCL and the Company’s Organizational Documents in a form reasonably acceptable to Parent, for purposes of (i) adopting and approving this Agreement and the transactions contemplated by this Agreement, (ii) acknowledging that the approval given thereby is irrevocable and that such stockholder is aware of its rights to demand appraisal for its shares pursuant to Section 262 of the DGCL, a true and correct copy of which will be attached thereto, and that such stockholder has received and read a copy of Section 262 of the DGCL, and (iii) acknowledging that by its approval of the Merger it is not entitled to appraisal rights with respect to its shares of Company Capital Stock in connection with the Merger and thereby waives any rights to receive payment of the fair value of its shares of capital stock under the DGCL. Under no circumstances shall the Company assert that any other approval or consent is necessary by its stockholders to approve this Agreement and the transactions contemplated by this Agreement. (b) Reasonably promptly following receipt of the Company Stockholder Approval, the Company shall prepare and mail a notice (the “Stockholder Notice”) to every stockholder of the Company that did not execute the Company Stockholder Written Consent”. The Stockholder Notice shall (i) be a statement to the effect that the Company Board determined that the Merger is advisable in accordance with Section 251 of the DGCL and in the best interests of the stockholders of the Company and approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) provide the stockholders of the Company to whom it is sent with notice of the actions taken in the Company Stockholder Written Consent, including the adoption and approval of this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with Section 228 of the DGCL and the Organizational Documents of the Company and (iii) include a description of the appraisal rights of the Company’s stockholders available under the DGCL, along with such other information as is required thereunder and pursuant to applicable Law. All materials (including any amendments thereto) submitted to the stockholders of the Company in accordance with this Section 6.5 shall be subject to Parent’s advance review and reasonable approval. The Parties shall reasonably cooperate with each other and provide, and cause their respective Representatives to provide, the other Party and its Representatives with all true, correct and complete information regarding such Party or its Subsidiaries that is required to be included in the Stockholder Notice or reasonably requested to be included in the Stockholder Notice. (c) The Company agrees that: (i) the Company Board shall recommend to the Company’s stockholders the Company Board Recommendation; and (ii) in the event the Company determines it is Board Recommendation shall not able to obtain the Written Consent, be withdrawn or modified (and the Company Board shall call and hold a meeting of holders of Company Common Stock and Company Preferred Stock for not publicly propose to withdraw or modify the purpose of voting solely upon the Company Stockholder Approval (the “Company Stockholders Meeting”) as soon as reasonably practicable after the SEC Approval Date, provided that the Company Stockholders Meeting will occur no later than the date of the BRPA Special Meeting. In connection therewith, the Company shall use reasonable best efforts to, as promptly as practicable, (A) establish the record date (which record date shall be mutually agreed with BRPA) for determining the Company Stockholders entitled to provide such Written Consent or vote in such Company Stockholders Meeting, (B) cause the Consent Solicitation Statement to be disseminated to the Company Stockholders in compliance with applicable Legal Requirements and (C) solicit written consents or votes or proxies for use at the Company Stockholders Meeting, as applicable, from the Company Stockholders to give the Company Stockholder Approval. The Company, acting through the Company Board, shall recommend that the Company Stockholders approve and adopt this Agreement and the Transactions, including the Merger (the “Company Board Recommendation”) in a manner adverse to Parent, and shall include no resolution by the Company Board or any committee thereof to withdraw or modify the Company Board Recommendation in a manner adverse to Parent or to adopt, approve or recommend (or publicly propose to adopt, approve or recommend) any Company Acquisition Proposal shall be adopted or proposed. The Company shall use its commercially reasonable efforts to cause to be exercised promptly following the Consent Solicitation Statement, subject execution and delivery of this Agreement any rights it or its Affiliates have to require any holder of Company Capital Stock to deliver such holder’s written consent pursuant to the Company BoardStockholder Written Consent. (d) The Company’s compliance with obligation to solicit the consent of its fiduciary duties under applicable law. If stockholders to sign the Company Stockholder Approval is obtained Written Consent in accordance with Section 6.5(a) shall not be limited or otherwise affected by written consentthe commencement, then promptly following the receipt disclosure, announcement or submission of the Written Consent, the any Company will prepare and deliver to its stockholders who have not consented the notice required by Section 228(e) of the DGCLAcquisition Proposal.

Company Stockholder Approval. As promptly soon as reasonably practicable after following the SEC Approval Dateexecution and delivery of this Agreement by all parties hereto and following consultation with Parent, the Company shall (i) seek set a record date for the determination of Company Stockholders eligible to vote on the Company Stockholder Approval via written consent (the “Written Consent”) and Action, (ii) in distribute the event Information Statement to the Company determines it is not able Stockholders and (iii) take all other commercially reasonable action necessary in accordance with applicable Law and its Organizational Documents to obtain the Written Consent, the Company shall call and hold convene a meeting of holders of Company Common Stock and Company Preferred Stock for the purpose of voting solely upon the Company Stockholder Approval Stockholders or to secure the written consent of the Company Stockholders to approve the Merger and this Agreement (the “Company Stockholders MeetingStockholder Action”) as soon as reasonably practicable following the date that is thirty (30) days after the SEC Approval DateJune 9, provided 2008 (or, such earlier date that is mutually acceptable to the Company Stockholders Meeting will occur no later than and Parent). Parent shall prepare the Information Statement, at its sole cost and expense, and deliver the Information Statement to the Company in a time and manner sufficient to allow the Company to satisfy its obligation hereunder; provided, however, the Company shall promptly provide Parent with all reasonable information requested by Parent that is necessary for the preparation of the Information Statement. The Company shall consult with Parent regarding the date of the BRPA Special MeetingCompany Stockholder Action and shall not postpone or adjourn (other than for the absence of a quorum) any meeting of the Company Stockholders without the consent of Parent, which consent shall not be unreasonably withheld. In connection therewith, the The Company shall use all commercially reasonable best efforts to, as promptly as practicable, (A) establish the record date (which record date shall be mutually agreed with BRPA) for determining the Company Stockholders entitled required to provide such Written Consent or vote in such Company Stockholders Meeting, (B) cause the Consent Solicitation Statement to be disseminated to the Company Stockholders in compliance with applicable Legal Requirements solicit and (C) solicit written consents or votes or proxies for use at the Company Stockholders Meeting, as applicable, obtain from the Company Stockholders proxies or written consents in favor of this Agreement and the Merger, and shall take all other actions necessary or advisable to give secure the Company Stockholder Approval. The Company, acting through the Company Board, shall recommend that the vote or written consent of such Company Stockholders required to approve and adopt this Agreement and the TransactionsMerger and to effect the Merger. The Company agrees that its obligations pursuant to the first sentence of this Section 7.2 shall not be affected by the commencement, including the Merger (the “Company Board Recommendation”) and shall include the Company Board Recommendation in the Consent Solicitation Statementpublic proposal, subject public disclosure or communication to the Company Board’s compliance with its fiduciary duties under applicable law. If the Company Stockholder Approval is obtained by written consent, then promptly following the receipt of the Written Consent, the Company will prepare and deliver to its stockholders who have not consented the notice required by Section 228(e) of the DGCLany Acquisition Proposal.

Company Stockholder Approval. As The Company shall, as promptly as practicable after the SEC Registration Statement Effectiveness Date, give notice in accordance with the DGCL and the certificate of incorporation and bylaws of the Company to all the Company Stockholders calling for a special meeting of such stockholders to consider and vote upon the adoption of this Agreement and the approval of the Merger and the other Transactions contemplated hereby (including the adoption and approval of the Incentive Equity Plan), and shall hold such meeting as promptly as practicable after such notice is given (“Company Stockholder Meeting”). The Company and its board of directors shall cause the Company Stockholder Meeting to take place in accordance with the foregoing and in compliance with the Securities Act, the DGCL and the certificate of incorporation and bylaws of the Company and use commercially reasonable best efforts to secure the Company Stockholder Approval Dateat the Company Stockholder Meeting. Notwithstanding the foregoing, at the election and option of the Company, the Company shall (i) seek be permitted to obtain the Company Stockholder Approval, without a need for calling a Company Stockholder Meeting, by obtaining the written consent of holders of shares of voting capital stock of the Company representing the Company Stockholder Approval via that is executed and delivered by such holders after the Registration Statement Effectiveness Date; provided, that, in the event that the Company elects to obtain the Company Stockholder Approval pursuant to such written consent consent, consents with respect to this Agreement, the Merger and the other Transactions contemplated hereby will be solicited from all holders of shares of capital stock of the Company entitled to vote with respect to such matters. The Company shall use its commercially reasonable best efforts to cause the Company Stockholders to (i) to vote (in person, by proxy or by action by written consent, as applicable) all of their shares of capital stock of the “Written Consent”) Company entitled to vote with respect to such matters in favor of, and adopt, the Merger and to vote in opposition to any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate the Merger and (ii) to execute and deliver all related documentation and take such other action in support of the event Merger as shall reasonably be requested by the Company determines it is not able to obtain in connection with the Written Consent, the Company shall call and hold a meeting of holders of Company Common Stock and Company Preferred Stock for the purpose of voting solely upon the Company Stockholder Approval (the “Company Stockholders Meeting”) as soon as reasonably practicable after the SEC Approval Date, provided that the Company Stockholders Meeting will occur no later than the date of the BRPA Special Meeting. In connection therewith, the Company shall use reasonable best efforts to, as promptly as practicable, (A) establish the record date (which record date shall be mutually agreed with BRPA) for determining the Company Stockholders entitled to provide such Written Consent or vote in such Company Stockholders Meeting, (B) cause the Consent Solicitation Statement to be disseminated to the Company Stockholders in compliance with applicable Legal Requirements and (C) solicit written consents or votes or proxies for use at the Company Stockholders Meeting, as applicable, from the Company Stockholders to give the Company Stockholder Approval. The Company, acting through the Company Board, shall recommend that the Company Stockholders approve and adopt this Agreement and the Transactions, including the Merger (the “Company Board Recommendation”) and shall include the Company Board Recommendation in the Consent Solicitation Statement, subject to the Company Board’s compliance with its fiduciary duties under applicable law. If the Company Stockholder Approval is obtained by written consent, then promptly following the receipt of the Written Consent, the Company will prepare and deliver to its stockholders who have not consented the notice required by Section 228(e) of the DGCLMerger.

Company Stockholder Approval. As The Company shall, as promptly as practicable after effectiveness of the SEC Registration Statement, give notice in accordance with the DGCL and the Company’s Charter Documents to all of its stockholders calling for a special meeting of such stockholders to consider and vote upon this Agreement and the Transaction Merger and the other transactions contemplated hereby, and shall hold such meeting as promptly as practicable after such notice is given (“Company Stockholder Meeting”). The Company shall timely send copies of the prospectus included in the Registration Statement and all other relevant information and documentation to its stockholders in connection with the Company Stockholder Meeting. The Company and its board of directors shall cause the Company Stockholder Meeting to take place in accordance with the foregoing and in compliance with the DGCL and the Company’s Charter Documents and use commercially reasonable best efforts to secure the Company Stockholder Approval Dateat the Company Stockholder Meeting. Notwithstanding the foregoing, at the election and option of the Company, the Company shall (i) seek be permitted to obtain the Company Stockholder Approval, without a need for calling a Company Stockholder Meeting, by obtaining the written consent of holders of a majority of the issued and outstanding shares of Company Common Stock that is executed and delivered by such holders after the date on which the Registration Statement is declared effective by the SEC and the prospectus included in the Registration Statement is delivered to such holders; provided, that, in the event that the Company elects to obtain the Company Stockholder Approval via pursuant to such written consent (the “Written Consent”) and (ii) in the event the Company determines it is not able consent, consents with respect to obtain the Written Consentthis Agreement, the Company shall call Transaction Merger and hold a meeting the other transactions contemplated hereby will be solicited from all holders of holders shares of Company Common Stock and Company Preferred Stock for the purpose of voting solely upon the Company Stockholder Approval (the “Company Stockholders Meeting”) as soon as reasonably practicable after the SEC Approval Date, provided that the Company Stockholders Meeting will occur no later than the date of the BRPA Special Meeting. In connection therewith, the Company shall use reasonable best efforts to, as promptly as practicable, (A) establish the record date (which record date shall be mutually agreed with BRPA) for determining the Company Stockholders entitled to provide such Written Consent or vote in such Company Stockholders Meeting, (B) cause the Consent Solicitation Statement to be disseminated to the Company Stockholders in compliance with applicable Legal Requirements and (C) solicit written consents or votes or proxies for use at the Company Stockholders Meeting, as applicable, from the Company Stockholders to give the Company Stockholder Approval. The Company, acting through the Company Board, shall recommend that the Company Stockholders approve and adopt this Agreement and the Transactions, including the Merger (the “Company Board Recommendation”) and shall include the Company Board Recommendation in the Consent Solicitation Statement, subject to the Company Board’s compliance with its fiduciary duties under applicable law. If the Company Stockholder Approval is obtained by written consent, then promptly following the receipt of the Written Consent, the Company will prepare and deliver to its stockholders who have not consented the notice required by Section 228(e) of the DGCLStock.

Company Stockholder Approval. As promptly as practicable (a) Immediately after the SEC Approval Dateexecution and delivery of this Agreement, the Company shall (i) seek use its reasonable best efforts to obtain a fully executed copy of the Written Consent from a sufficient number of Company Stockholders to constitute the Requisite Stockholder Approval via written consent (the “Written Consent”) and (ii) in the event the Company determines it is not able Approval. The Company’s obligation to use its reasonable best efforts to obtain the Requisite Stockholder Approval shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal. The Company’s materials or documents to be submitted to the Company Stockholders in connection with the Company’s efforts to obtain the Requisite Stockholder Approval shall be subject to advance review and approval by Parent. Immediately upon receipt of a fully executed Written Consent, the Company shall call and hold a meeting of holders of Company Common Stock and Company Preferred Stock for deliver such fully executed Written Consent to Parent. (b) Within five (5) Business Days after the purpose of voting solely upon date hereof, the Company Stockholder Approval (shall deliver to the “Company Stockholders Meeting”that did not execute the Written Consent notice of the approval by the Written Consent of the Merger, this Agreement and the transactions contemplated hereby pursuant to, and in accordance with, the applicable provisions of Delaware Law, California Law (to the extent applicable) as soon as reasonably practicable after and the SEC Approval DateCharter Documents, provided and which notice shall include the notice to stockholders required by Section 262 of Delaware Law and, if applicable, Section 1301 of California Law, of the approval of the Merger and that appraisal rights will be available. (c) The Company’s board of directors shall unanimously recommend that the Company Stockholders Meeting will occur no later than the date vote in favor of the BRPA Special Meeting. In connection therewithadoption of this Agreement and waive any and all appraisal and dissenters’ rights that may be available under applicable Law, and neither the Company Company’s board of directors nor any committee thereof shall use reasonable best efforts towithhold, as promptly as practicablewithdraw, (A) establish amend or modify, or propose or resolve to withhold, withdraw, amend or modify the record date (which record date shall be mutually agreed with BRPA) for determining unanimous recommendation of the Company’s board of directors that the Company Stockholders entitled to provide such Written Consent or vote in such Company Stockholders Meeting, (B) cause favor of the Consent Solicitation Statement to adoption of this Agreement and waive any and all appraisal and dissenters’ rights that may be disseminated available under applicable Law. Any information statement or other disclosure document distributed to the Company Stockholders in compliance connection with applicable Legal Requirements and (C) solicit written consents or votes or proxies for use at the Company Stockholders Meeting, as applicable, from transactions contemplated hereby shall include a statement to the Company Stockholders to give effect that the Company Stockholder Approval. The Company, acting through the Company Board, shall recommend ’s board of directors has unanimously recommended that the Company Stockholders approve and adopt vote in favor of the adoption of this Agreement and the Transactions, including the Merger (the “Company Board Recommendation”) waive any and shall include the Company Board Recommendation in the Consent Solicitation Statement, subject to the Company Board’s compliance with its fiduciary duties all appraisal and dissenters’ rights that may be available under applicable law. If the Company Stockholder Approval is obtained by written consent, then promptly following the receipt of the Written Consent, the Company will prepare and deliver to its stockholders who have not consented the notice required by Section 228(e) of the DGCL.

Company Stockholder Approval. As promptly as practicable after the SEC Approval Date, the Company shall (i) seek deliver the Company Stockholder Approval via written consent (the “Written Consent”) and (ii) in the event the Company determines it is not able to obtain the Written Consent, the Company shall call and hold a meeting of holders of Company Common Stock and Company Preferred Stock for the purpose of voting solely upon the Company Stockholder Approval (the “Company Stockholders Meeting”) as soon as reasonably practicable after the SEC Approval Date, provided that the Company Stockholders Meeting will occur no later than the date of the BRPA Special Meeting. In connection therewith, the Company shall use reasonable best efforts to, as promptly as practicable, (A) establish the record date (which record date shall be mutually agreed with BRPA) for determining the Company Stockholders entitled to provide such Written Consent or vote in such Company Stockholders Meeting, (B) cause the Consent Solicitation Registration Statement to be disseminated to the Company Stockholders in compliance with applicable Legal Requirements and (C) solicit written consents or votes or proxies for use at the Company Stockholders Meeting, as applicable, from the Company Stockholders to give the Company Stockholder Approval. The CompanySubject to applicable Law, acting through the Company Boardshall, shall through its Board of Directors, recommend that to the Company Stockholders approve and adopt this Agreement and the Transactions, including the Merger (the “Company Board Recommendation”) and shall include the Company Board Recommendation in the Consent Solicitation Statement, subject to the Company Board’s compliance with its fiduciary duties under applicable law. If that they provide the Company Stockholder Approval is obtained and execute a written consent to vote all of the shares of Company Capital Stock beneficially owned by such Company Stockholder in favor of the adoption of this Agreement, the Company Preferred Stock Conversion and the approval of the Merger and the other transactions contemplated hereby, and shall not withdraw, amend or modify, or propose to resolve to withdraw, amend or modify such recommendation. The Company shall comply with the DGCL and all other applicable Law with respect to the submission to the Company Stockholders of this Agreement, the Merger, the Company Preferred Stock Conversion and the other transactions contemplated hereby, the distribution to the Company Stockholders of any solicitation materials (or any amendment or supplement thereto) and the solicitation of the written consent, then consent described in this paragraph. The Company shall promptly deliver to Acquiror a copy of each executed written consent upon receipt thereof from any Company Stockholder pursuant to such solicitation. Promptly following the receipt of written consent sufficient to consummate the Written ConsentMerger, the Company will prepare Preferred Stock Conversion and the other transactions contemplated hereby, and to the extent required by the DGCL, the Company shall promptly (and, in any event, within fifteen (15) Business Days of the date of receipt of such written consent), deliver to its stockholders any Company Stockholder who have has not consented executed such a written consent (a) a notice of the taking of the actions described in such written consent in accordance with Section 228 of the DGCL and (b) the notice required by in accordance with Section 228(e) 262 of the DGCL.

Company Stockholder Approval. As The Company shall, as promptly as practicable after the SEC Approval Date, give notice in accordance with the DGCL and the Company’s Charter Documents to all of its stockholders calling for a special meeting of such stockholders to consider and vote upon this Agreement and the Merger and the other transactions contemplated hereby, and shall hold such meeting as promptly as practicable after such notice is given (“Company Stockholder Meeting”). The Company shall timely send copies of the Proxy Statement/Prospectus and all other relevant information and documentation to its stockholders in connection with the Company Stockholder Meeting. The Company and its board of directors shall (i) seek cause the Company Stockholder Meeting to take place in accordance with the foregoing and in compliance with the DGCL and the Company’s Charter Documents and use commercially reasonable best efforts to secure the Company Stockholder Approval via written consent (the “Written Consent”) and (ii) in the event at the Company determines it is not able to obtain Stockholder Meeting. Notwithstanding the Written Consentforegoing, at the election and option of the Company, the Company shall call and hold be permitted to obtain the Company Stockholder Approval, without a meeting need for calling a Company Stockholder Meeting, by obtaining the written consent of holders of a majority of the issued and outstanding shares of Company Common Stock that is executed and delivered by such holders after the SEC Approval Date and the Proxy Statement/Prospectus is delivered to such holders; provided, that, in the event that the Company Preferred Stock for the purpose of voting solely upon elects to obtain the Company Stockholder Approval (the “Company Stockholders Meeting”) as soon as reasonably practicable after the SEC Approval Date, provided that the Company Stockholders Meeting will occur no later than the date of the BRPA Special Meeting. In connection therewith, the Company shall use reasonable best efforts to, as promptly as practicable, (A) establish the record date (which record date shall be mutually agreed with BRPA) for determining the Company Stockholders entitled pursuant to provide such Written Consent or vote in such Company Stockholders Meeting, (B) cause the Consent Solicitation Statement to be disseminated to the Company Stockholders in compliance with applicable Legal Requirements and (C) solicit written consents or votes or proxies for use at the Company Stockholders Meeting, as applicable, from the Company Stockholders to give the Company Stockholder Approval. The Company, acting through the Company Board, shall recommend that the Company Stockholders approve and adopt this Agreement and the Transactions, including the Merger (the “Company Board Recommendation”) and shall include the Company Board Recommendation in the Consent Solicitation Statement, subject to the Company Board’s compliance with its fiduciary duties under applicable law. If the Company Stockholder Approval is obtained by written consent, then promptly following the receipt of the Written Consentconsents with respect to this Agreement, the Merger and the other transactions contemplated hereby will be solicited from all holders of shares of Company will prepare and deliver to its stockholders who have not consented the notice required by Section 228(e) of the DGCLStock.

Company Stockholder Approval. As promptly as practicable after Upon the SEC Approval Dateterms set forth in this Agreement, the Company shall shall: (i) seek use its reasonable best efforts to solicit and obtain the Company Stockholder Approval via in the form of an irrevocable written consent (the “Written Consent”) of each of the Requisite Company Stockholders (pursuant to the Company Holders Support Agreement) promptly (and in any event within five (5) Business Days) following the time at which the Registration Statement shall have been declared effective under the Securities Act and delivered or otherwise made available to stockholders; and (ii) in distribute the Proxy Statement/Registration Statement to the stockholders of the Company, accompanied by any such additional disclosure to the stockholders of the Company as the Company and its outside counsel determine is necessary or appropriate. In the event the Company determines it is not able to obtain the Written Consent, the Company shall call and hold duly convene a meeting of holders the stockholders of the Company Common Stock and Company Preferred Stock for the purpose of voting solely upon the Company Stockholder Approval (adoption of this Agreement, the “Company Stockholders Meeting”) other agreements contemplated hereby and the transactions contemplated hereby and thereby, including the Mergers, as soon as reasonably practicable after the SEC Approval Date, provided that Registration Statement is declared effective. If such meeting of the stockholders of the Company Stockholders Meeting will occur no later than the date of the BRPA Special Meeting. In connection therewithis convened, the Company shall use reasonable best efforts to, as promptly as practicable, (A) establish the record date (which record date shall be mutually agreed with BRPA) for determining the Company Stockholders entitled to provide such Written Consent or vote in such Company Stockholders Meeting, (B) cause the Consent Solicitation Statement to be disseminated to the Company Stockholders in compliance with applicable Legal Requirements and (C) solicit written consents or votes or proxies for use at the Company Stockholders Meeting, as applicable, from the Company Stockholders to give obtain the Company Stockholder Approval. The Company, acting through Approval at such meeting of the stockholders of the Company Board, and shall recommend that take all other action necessary or advisable to secure the Company Stockholders approve and adopt this Agreement and Stockholder Approval as soon as reasonably practicable after the Transactions, including the Merger (the “Company Board Recommendation”) and shall include the Company Board Recommendation in the Consent Solicitation Statement, subject to the Company Board’s compliance with its fiduciary duties under applicable lawRegistration Statement is declared effective. If the Company Stockholder Approval is obtained by written consentthe Written Consent, then as promptly as reasonably practicable following the receipt of the Written Consent, the Company will prepare and deliver to its stockholders who have not consented the notice required by Section Sections 228(e) (if applicable) and 262 of the DGCLDGCL or, to the extent applicable, Chapter 13 of the CCC; provided that, Acquiror shall be given a reasonable opportunity to review and comment on the contents of such notice before delivery to the applicable stockholders.

Company Stockholder Approval. (a) As promptly as reasonably practicable after (and in any event within two (2) Business Days) following the SEC Approval Datetime at which the Registration Statement / Proxy Statement is declared effective under the Securities Act (the “Company Stockholder Written Consent Deadline”), the Company shall (i) seek the Company Stockholder Approval via obtain and deliver to ACAH a true and correct copy of a written consent (in form and substance reasonably satisfactory to ACAH) approving and adopting this Agreement, the “Written Consent”) and (ii) in the event Ancillary Documents to which the Company determines it is not able to obtain or will be a party and the Written Consent, transactions contemplated hereby and thereby (including the Merger) that is duly executed by the Company shall call and hold a meeting of holders of Company Common Stock and Company Preferred Stock for the purpose of voting solely upon Stockholders constituting the Company Stockholder Requisite Approval (the “Company Stockholders MeetingStockholder Written Consent”) as soon as reasonably practicable after the SEC Approval Date, provided that the Company Stockholders Meeting will occur no later than the date of the BRPA Special Meeting. In connection therewith, the Company shall use reasonable best efforts to, as promptly as practicable, (A) establish the record date (which record date shall be mutually agreed with BRPA) for determining the Company Stockholders entitled to provide such Written Consent or vote in such Company Stockholders Meeting, (B) cause the Consent Solicitation Statement to be disseminated to the Company Stockholders in compliance with applicable Legal Requirements and (C) solicit written consents or votes or proxies for use at the Company Stockholders Meeting, as applicable, from the Company Stockholders to give the Company Stockholder Approval). The Company, acting through the Company Board, shall recommend that to the holders of Company Shares the approval and adoption of this Agreement, the Ancillary Documents to which the Company Stockholders approve and adopt this Agreement is or will be a party and the Transactions, transactions contemplated hereby and thereby (including the Merger Merger) (the “Company Board Recommendation”). (b) and shall include the Company Board Recommendation in the Consent Solicitation Statement, subject to the Company Board’s compliance with its fiduciary duties under applicable law. If the Company Stockholder Approval is obtained by written consent, then promptly Promptly following the receipt of the Company Stockholder Written Consent, the Company will shall prepare and deliver to its stockholders each Company Stockholder who have has not consented executed and delivered the notice Company Stockholder Written Consent an information statement, in form and substance required under the DGCL in connection with the Merger and otherwise reasonably satisfactory to ACAH, which information statement shall include (i) copies of this Agreement and the Registration Statement / Proxy Statement, (ii) the Company Board Recommendation, (iii) a description of any dissenters’ rights of the Company Stockholders available under Section 262 of the DGCL and any other disclosure with respect to dissenters’ rights required by applicable Law and (iv) in accordance with the requirements of Section 228(e) of the DGCL, notice to any Company Stockholder who has not executed and delivered the Company Stockholder Written Consent of the corporate action by those Company Stockholders who did execute the Company Stockholder Written Consent.

Company Stockholder Approval. As The Company shall, as promptly as practicable after the SEC Approval Date, give notice in accordance with the DGCL and the Company’s Charter Documents to all the Company Stockholders calling for a special meeting of such stockholders to consider and vote upon the adoption of this Agreement and the approval of the Merger and the other transactions contemplated hereby, and shall hold such meeting as promptly as practicable after such notice is given (i) seek “Company Stockholder Meeting”). The Company and its board of directors shall cause the Company Stockholder Meeting to take place in accordance with the foregoing and in compliance with the Securities Act, the DGCL and the Company’s Charter Documents and use commercially reasonable best efforts to secure the Company Stockholder Approval via written consent (the “Written Consent”) and (ii) in the event at the Company determines it is not able to obtain Stockholder Meeting. Notwithstanding the Written Consentforegoing, at the election and option of the Company, the Company shall call and hold be permitted to obtain the Company Stockholder Approval, without a meeting need for calling a Company Stockholder Meeting, by obtaining the written consent of holders of shares of Company Common Stock and Company Preferred Stock for the purpose of voting solely upon representing the Company Stockholder Approval (the “Company Stockholders Meeting”) as soon as reasonably practicable that is executed and delivered by such holders after the SEC Approval Date; provided, provided that, in the event that the Company Stockholders Meeting will occur no later than elects to obtain the date of the BRPA Special Meeting. In connection therewithCompany Stockholder Approval pursuant to such written consent, consents with respect to this Agreement, the Merger and the other transactions contemplated hereby will be solicited from all holders of shares of Company Common Stock. The Company shall use its commercially reasonable best efforts to, as promptly as practicable, (A) establish the record date (which record date shall be mutually agreed with BRPA) for determining the Company Stockholders entitled to provide such Written Consent or vote in such Company Stockholders Meeting, (B) cause the Consent Solicitation Statement to be disseminated to the Company Stockholders in compliance with applicable Legal Requirements and (C) solicit written consents or votes or proxies for use at the Company Stockholders Meeting, as applicable, from the Company Stockholders to give the Company Stockholder Approval. The Company(i) to vote (in person, acting through the Company Board, shall recommend that the Company Stockholders approve and adopt this Agreement and the Transactions, including the Merger (the “Company Board Recommendation”) and shall include the Company Board Recommendation in the Consent Solicitation Statement, subject to the Company Board’s compliance with its fiduciary duties under applicable law. If the Company Stockholder Approval is obtained by proxy or by action by written consent, then promptly following as applicable) all of their Company Stock in favor of, and adopt, the receipt Merger and to vote in opposition to any and all other proposals that could reasonably be expected to delay or impair the ability of the Written Consent, Company to consummate the Merger and (ii) to execute and deliver all related documentation and take such other action in support of the Merger as shall reasonably be requested by the Company will prepare and deliver to its stockholders who have not consented in connection with the notice required by Section 228(e) of the DGCLMerger.

Company Stockholder Approval. As (a) Immediately following the execution of this Agreement, the Company, the Stockholder Representative and each Stockholder Signatory who is or is affiliated with a founder of the Company shall and shall cause to be delivered to Parent a true, correct and complete copy of the Initial Stockholder Consent and such other stockholder consents (including requisite consents to cause the Series A Preferred Stock and Series B Preferred Stock to be voted), constituting and evidencing the adoption of this Agreement, the approval of the Merger and the transactions contemplated by this Agreement. The Company and such Stockholder Signatories have all power and control to accomplish the foregoing. (b) To the extent required by Delaware Law, the Company shall promptly as practicable deliver to any Company Stockholder who has not approved this Agreement and the transactions contemplated hereby a notice of the approval of the Merger and adoption of this Agreement by written consent of the Company Stockholders, which notice shall constitute the notice to Company Stockholders required by applicable law that appraisal rights may be available to Company Stockholders. (c) Promptly following the execution of this Agreement, but in no event later than the earlier of (i) fifteen (15) Business Days after the SEC Approval date of this Agreement and (ii) five (5) Business Days prior to the Closing Date, the Company shall submit to the Company Stockholders for approval (in a manner reasonably satisfactory to Parent) by such number of Company Stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code, any payments and/or benefits that may separately or in the aggregate, constitute “parachute payments” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), such that such payments and benefits shall not be deemed to be “parachute payments” under Section 280G of the Code, and prior to the Effective Time the Company shall deliver to Parent evidence reasonably satisfactory to Parent (i) seek that a Company Stockholder vote was solicited in conformance with Section 280G and the regulations promulgated thereunder and the requisite Company Stockholder approval was obtained with respect to any payments and/or benefits that were subject to the Company Stockholder Approval via written consent vote (the “Written Consent280G Approval”) and ), or (ii) in the event the Company determines it is not able to obtain the Written Consent, the Company shall call and hold a meeting of holders of Company Common Stock and Company Preferred Stock for the purpose of voting solely upon the Company Stockholder Approval (the “Company Stockholders Meeting”) as soon as reasonably practicable after the SEC Approval Date, provided that the Company Stockholders Meeting will occur no later than 280G Approval was not obtained and as a consequence, that such “parachute payments” shall not be made or provided, pursuant to the waivers of those payments and/or benefits which were executed by the affected individuals on the date of this Agreement. The Company will comply with the BRPA Special Meetingterms of any such waivers of payments and/or benefits executed by such affected individuals. In connection therewith, the Company shall use reasonable best efforts to, as promptly as practicable, Table of Contents (Ad) establish the record date (which record date shall be mutually agreed with BRPA) for determining the Company Stockholders entitled to provide such Written Consent or vote in such Company Stockholders Meeting, (B) cause the Consent Solicitation Statement Any materials to be disseminated submitted to the Company Stockholders in compliance connection with applicable Legal Requirements the solicitation of their approval of the 280G Approval (the “Soliciting Materials”), shall be subject to review and approval by Parent (C) solicit written consents not to be unreasonably withheld or votes or proxies for use at delayed). Anything to the contrary contained herein notwithstanding, the Company Stockholders Meetingshall not include in the Soliciting Materials any information with respect to Parent or its Affiliates or associates, the form and content of which shall not have been consented to by Parent prior to such inclusion, except as applicablerequired pursuant to applicable law. (e) The Company shall obtain the Requisite Stockholder Approval to approve of the Merger, from and the transactions contemplated hereby and thereby, to adopt this Agreement and to enable the Closing to occur as promptly as practicable following the date of this Agreement, subject to Section 1.2. (f) The board of directors of the Company shall not withdraw, alter, modify, change or revoke its approval of this Agreement, the Merger and the transactions contemplated hereby nor its recommendation to the Company Stockholders to give vote in favor of this Agreement, the Company Stockholder Approval. The Company, acting through the Company Board, shall recommend that the Company Stockholders approve and adopt this Agreement Merger and the Transactions, including the Merger (the “Company Board Recommendation”) and shall include the Company Board Recommendation in the Consent Solicitation Statement, subject to the Company Board’s compliance with its fiduciary duties under applicable law. If the Company Stockholder Approval is obtained by written consent, then promptly following the receipt of the Written Consent, the Company will prepare and deliver to its stockholders who have not consented the notice required by Section 228(e) of the DGCLtransactions contemplated hereby.

Company Stockholder Approval. As promptly as practicable after the SEC Approval Date, the (a) The Company shall (i) seek solicit the Company Stockholder Approval via written consent (the “Written Consent”) and (ii) in the event the Company determines it is not able to obtain the Written Consent, the Company shall call and hold a meeting of holders of Company Common Stock and Company Preferred Stock for the purpose of voting solely upon the Company Stockholder Approval (the “Company Stockholders Meeting”) as soon as reasonably promptly as practicable after the SEC Approval Date, provided that the Company Stockholders Meeting will occur no later than the date of the BRPA Special MeetingRegistration Statement becomes effective. In connection therewith, the Company shall use reasonable best efforts to, as promptly as practicable, (Ai) establish the record date (which record date shall be mutually agreed with BRPAParent) for determining the Company Stockholders entitled to provide such Written Consent or vote in such Company Stockholders Meetingwritten consent, (Bii) cause the Consent Solicitation Statement to be disseminated to the Company Stockholders in compliance with applicable Legal Requirements Law and (Ciii) solicit written consents or votes or proxies for use at the Company Stockholders Meeting, as applicable, from the Company Stockholders to give the Company Stockholder Approval. . (b) The CompanyCompany shall, acting through the Company Board, shall recommend that to the Company Stockholders approve and that they adopt this Agreement and the Transactions, including the Merger (the “Company Board Recommendation”) and shall include the Company Board Recommendation in the Consent Solicitation Statement, subject to the provisions of this Section 7.3. The Company Board’s compliance will provide Parent with its fiduciary duties under applicable lawcopies of all stockholder consents it receives within one (1) Business Day of receipt. If the Company Stockholder Approval is obtained by written consentobtained, then promptly following the receipt of the Written Consentrequired written consents, the Company will prepare and deliver to its stockholders who have not consented the notice required by Section 228(e) of the DGCL. Unless this Agreement has been terminated in accordance with its terms, the Company’s obligation to solicit written consents from the Company Stockholders to give the Company Stockholder Approval in accordance with this Section 7.3 shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Acquisition Proposal or Alternative Transaction.

Company Stockholder Approval. As promptly as practicable after the SEC Approval Date, the Section 5.6.1 The Company shall (i) seek the Company Stockholder Approval via written consent (the “Written Consent”) and (ii) in the event the Company determines it is not able use its best efforts to obtain the Written Stockholder Consent immediately following the execution of this Agreement. Promptly upon obtaining the Stockholder Consent, the Company shall call and hold a meeting of holders of Company Common Stock and Company Preferred Stock for the purpose of voting solely upon the Company Stockholder Approval (the “Company Stockholders Meeting”) prepare and, as soon as reasonably practicable after practicable, send to all Holders of Company Stock on the SEC Approval Daterecord date for the Stockholders Consent who did not execute such Stockholder Consent the notices required pursuant to Sections 228 and 262 of the DGCL. Such materials submitted to the Company’s stockholders in connection with such Stockholder Consent shall be subject to review and comment (not to be unreasonably withheld or delayed) by Buyer and, provided with respect to the notice required by Section 262 of the DGCL, shall include an information statement regarding the Company, Parent and Buyer, the terms of this Agreement and the Merger and the unanimous recommendation of the Company’s board of directors that the Company Stockholders Meeting Company’s stockholders vote their shares in favor of the adoption of this Agreement and the approval of the Merger and the other transactions contemplated by this Agreement and the Escrow Agreement (the “Information Statement”). Each party agrees that information supplied by such party for inclusion in the Information Statement will occur no later than not, on the date the Information Statement is first sent or furnished to the Stockholders contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the BRPA Special Meetingcircumstances under which they are made, not false or misleading. In connection therewithThe parties shall update, amend and supplement the Information Statement from time to time as may be required by Applicable Laws. Section 5.6.2 Promptly following the execution and delivery of this Agreement, the Company shall use commercially reasonable best efforts to, as promptly as practicable, (A) establish to determine those persons who may constitute “disqualified individuals” within the record date (which record date shall be mutually agreed with BRPA) for determining meaning of Section 280G of the Company Stockholders entitled to provide such Written Consent or vote in such Company Stockholders Meeting, (B) cause Code whose receipt of payments that are contingent on the Consent Solicitation Statement to be disseminated to the Company Stockholders in compliance with applicable Legal Requirements and (C) solicit written consents or votes or proxies for use at the Company Stockholders Meeting, as applicable, change of ownership that will result from the Company Stockholders to give the Company Stockholder Approval. The Company, acting through the Company Board, shall recommend that the Company Stockholders approve and adopt this Agreement and the Transactions, including consummation of the Merger (the “Company Board Recommendation280G Payments”) may cause them to receive “excess parachute payments” within the meaning of Section 280G of the Code. The Company shall consult in good faith with Parent and Buyer in connection with such determination and shall include permit Parent and Buyer to review the work papers of the Company Board Recommendation and any advisors retained to assist the Company in making its determination. The disqualified individuals who are determined by the Company, after consultation with Parent and Buyer, to be the prospective recipients of excess parachute payments in connection with the Merger shall be referred to herein as the “Disqualified Individuals”. The Company shall use commercially reasonable efforts to procure a binding agreement from each Disqualified Individual pursuant to which each such Disqualified Individual agrees to waive his or her right to receive an amount of his or her 280G Payments that will be sufficient to cause his or her remaining 280G payments not to be parachute payments in the Consent Solicitation Statement, subject to event that the Company Board’s compliance with its fiduciary duties under applicable lawstockholders fail to approve the payments placed at risk pursuant to such waivers. If In the event that the Company Stockholder Approval is obtained by written consent, then promptly following the receipt procures one or more waivers of the Written Consentany 280G Payments, the Company will prepare and deliver shall promptly submit (in a manner reasonably satisfactory to its Buyer) the 280G Payments subject to such waivers for approval by the Company’s stockholders who have by the requisite vote under Applicable Law, so that, if approved, such 280G Payments shall not consented the notice required by be deemed to be “parachute payments”pursuant to Section 228(e) 280G of the DGCLCode. The Company shall keep Parent and Buyer reasonably informed of the status and results of such stockholder submission and vote and the outcome thereof.

Company Stockholder Approval. As promptly as practicable after the SEC Approval Date, the (a) The Company shall (i) seek take all action necessary to solicit the Company Stockholder Approval via written consent (the “Written Consent”) and (ii) in the event the Company determines it is not able to obtain the Written Consent, the Company shall call and hold a meeting of holders of Company Common Stock and Company Preferred Stock for the purpose of voting solely upon the Company Stockholder Approval (the “Company Stockholders Meeting”) as soon as reasonably practicable after the SEC Approval Registration Statement Effective Date, provided that the . The Company Stockholders Meeting will occur no later than the date provide Parent with copies of the BRPA Special Meeting. In connection therewith, the Company shall use reasonable best efforts to, as promptly as practicable, (A) establish the record date (which record date shall be mutually agreed with BRPA) for determining the Company Stockholders entitled to provide such Written Consent or vote in such Company Stockholders Meeting, (B) cause the Consent Solicitation Statement to be disseminated to the Company Stockholders in compliance with applicable Legal Requirements and (C) solicit all written consents or votes or proxies for use at the Company Stockholders Meeting, as applicable, from the Company Stockholders to give it receives within one (1) Business Day of receipt of the Company Stockholder Approval. The Company, acting through the Company Board, shall recommend that the Company Stockholders approve and adopt this Agreement and the Transactions, including the Merger (the “Company Board Recommendation”) and shall include the Company Board Recommendation in the Consent Solicitation Statement, subject to the Company Board’s compliance with its fiduciary duties under applicable law. If the Company Stockholder Approval is obtained by written consentobtained, then promptly following the receipt of the Written Consentrequired written consents, the Company will prepare and deliver to its stockholders who have not consented the notice required by Section 228(e) and 262 of the DGCL. (b) To the extent the Company Stockholder Approval is not delivered pursuant to Section 7.2(a) within one (1) day following the Registration Statement Effective Date, then the Company shall take all action necessary to duly call, given notice, convene and hold the Company Stockholders Meeting as soon as practicable, and, in connection therewith, the Company shall (a) mail a stockholder information statement and proxy solicitation (the “Stockholder Information Statement and Solicitation”) which shall include, without limitation, the Proxy Statement/Prospectus and a notice of dissent and appraisal rights as required under applicable Delaware law to the holders of Company Common Stock in advance of such meeting for the purpose of soliciting from the holders of Company Common Stock proxies to vote in favor of the adoption of this Agreement and approval of the Merger; and (b) take all other actions necessary or advisable to secure the vote or consent of the Company Stockholders required by applicable Law to obtain such approval. The Company shall keep Parent and the Merger Sub updated with respect to proxy solicitation results as requested by Parent or the Merger Sub. 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 Parent (other than: (i) in order to obtain a quorum of its stockholders; or (ii) as reasonably determined by the Company to comply with applicable Law). The Company shall use its reasonable best efforts to cooperate with Parent to hold the Company Stockholders Meeting on the same day and at the same time as the Special Meeting as soon as reasonably practicable after the date of this Agreement, and to set the same record date for each such meeting (c) Unless this Agreement has been terminated in accordance with its terms, the Company’s obligation to solicit written consents from the Company Stockholders to give the Company Stockholder Approval in accordance with this Section 7.2 shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any other acquisition proposal.

Company Stockholder Approval. As promptly as practicable (a) Promptly after the SEC Approval DateRegistration Statement has been declared effective under the Securities Act and the prospectus related thereto has been filed and distributed, and in any event no later than two Business Days thereafter, the Company shall prepare, with the cooperation of Parent, and cause to be mailed to its stockholders an information statement (the “Information Statement”), which shall include (i) seek absent a Company Board Adverse Recommendation Change made in accordance with Section 7.2(e), the Company Board Recommendation, (ii) a copy of the Proxy Statement and (iii) the Company Stockholder Written Consent, in order to solicit the Company Stockholder Approval via written consent in lieu of a meeting pursuant to Section 228 of the DGCL, for purposes of (A) adopting and approving this Agreement and the “Written Consent”Transactions, (B) acknowledging that the approval given thereby is irrevocable and that such stockholder is aware of its rights to demand appraisal for its shares pursuant to Section 262 of the DGCL, a copy of which will be attached thereto, and that such stockholder has received and read a copy of Section 262 of the DGCL and (iiC) in acknowledging that by its approval of the event the Company determines Mergers it is not able entitled to obtain appraisal rights with respect to its shares in connection with the Mergers and thereby waives any rights to receive payment of the fair value of its capital stock under the DGCL. The Company shall use its reasonable best efforts to cause the Company’s stockholders sufficient for the Company Stockholder Approval to execute and deliver to the Company the Company Stockholder Written Consent promptly following delivery thereof and in any event within three Business Days after the delivery thereof. Promptly following receipt of the duly executed Company Stockholder Written Consent, the Company shall call deliver a copy of the duly executed Company Stockholder Written Consent to Parent. Under no circumstances shall the Company assert that any other approval or consent is necessary by its stockholders to approve this Agreement or the Transactions. Parent and hold a meeting its legal counsel shall be given reasonable opportunity to review and comment on the Information Statement, including all amendments and supplements thereto, prior to the distribution to the Company stockholders. No distribution of holders the Information Statement or any amendment or supplement to the Information Statement will be made by the Company to the Company’s stockholders, without the prior consent of Company Common Stock and Company Preferred Stock for the purpose Parent, which shall not be unreasonably withheld, conditioned or delayed. (b) Reasonably promptly following receipt of voting solely upon the Company Stockholder Approval (the “Company Stockholders Meeting”) as soon as reasonably practicable after the SEC Approval Date, provided that the Company Stockholders Meeting will occur no later than the date of the BRPA Special Meeting. In connection therewithApproval, the Company shall use reasonable best efforts to, as promptly as practicable, prepare and send a notice in accordance with Section 228 of the DGCL (Athe “Stockholder Notice”) establish the record date (which record date shall be mutually agreed with BRPA) for determining to every stockholder of the Company Stockholders entitled to provide such that did not execute the Company Stockholder Written Consent or vote in such Company Stockholders Meeting, (B) cause the Consent Solicitation Statement with respect to be disseminated to the Company Stockholders in compliance with applicable Legal Requirements and (C) solicit written consents or votes or proxies for use at the Company Stockholders Meeting, as applicable, from the Company Stockholders to give the Company Stockholder Approval. The Company, acting through Stockholder Notice shall (i) be a statement to the effect that the Company BoardBoard determined that the Mergers are advisable in accordance with Section 251(b) of the DGCL and in the best interests of the stockholders of the Company and approved and adopted this Agreement, the Mergers and the other Transactions and (ii) provide the stockholders of the Company to whom it is sent with notice of the availability of appraisal rights (along with such other information as is required thereunder and pursuant to applicable Law) and notice of the actions taken in the Company Stockholder Approval, including the adoption and approval of this Agreement, and the Mergers in accordance with Sections 228(e) and 262 of the DGCL and the Company Charter (as amended by the Company Charter Amendment) and Company Bylaws. (c) The Company shall give Parent and its legal counsel reasonable opportunity to review and comment on all materials (including any amendments thereto) submitted to the stockholders of the Company in accordance with this Section 7.2. The Company shall consider in good faith any such comments proposed by Parent and its legal counsel. (d) The Company agrees that, subject to Section 7.2(e): (i) the Company Board shall recommend that the Company Stockholders approve and Company’s stockholders vote to adopt this Agreement and approve the TransactionsCompany Charter Amendment, including and the Merger Company shall use commercially reasonable efforts to solicit such approval within the time set forth in Section 7.2(a) (the recommendation of the Company Board being referred to as the “Company Board Recommendation”) and (ii) the Company Board Recommendation shall include not be withdrawn or modified (and the Company Board shall not publicly propose to withdraw or modify the Company Board Recommendation) in a manner adverse to Parent, and no resolution by the Company Board or any committee thereof to withdraw or modify the Company Board Recommendation in a manner adverse to Parent or to adopt, approve or recommend (or publicly propose to adopt, approve or recommend) any Acquisition Proposal shall be adopted or proposed (the Consent Solicitation Statementactions set forth in the foregoing clause (ii), collectively, a “Company Board Adverse Recommendation Change”). (e) Notwithstanding anything to the contrary contained in Section 7.2(d), and subject to compliance with this Section 7.2 in all material respects, if at any time prior to the receipt of the Company Board’s compliance Stockholder Approval, (i) the Company receives a Superior Offer that did not result from a material breach of Section 6.4(a) by the Company or (ii) there is a Company Intervening Event, the Company Board may make a Company Board Adverse Recommendation Change if, but only if (i) in the case of a Superior Offer, following the receipt of and on account of such Superior Offer, (1) the Company Board determines in good faith, after consulting with outside legal counsel, that the failure to make a Company Board Adverse Recommendation Change would reasonably be expected to be inconsistent with its fiduciary duties under applicable law. If Law, (2) the Company has, and has caused its financial advisor and outside legal counsel to, during the Company Notice Period, negotiate with Parent in good faith (to the extent Parent desires to negotiate) to make such adjustments to the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Offer and (3) if after Parent shall have delivered to the Company an irrevocable written offer to alter the terms or conditions of this Agreement during the Company Notice Period, the Company Board shall have determined in good faith, based on the advice of its outside legal counsel, that the failure to make a Company Board Adverse Recommendation Change would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law (after taking into account such alterations of the terms and conditions of this Agreement proposed by Parent); provided, that (x) Parent receives written notice from the Company confirming that the Company Board has determined to change its recommendation at least four Business Days in advance of the Company Board Adverse Recommendation Change (the “Company Notice Period”), which notice shall include a description in reasonable detail of the reasons for such Company Board Adverse Recommendation Change, and written copies of any relevant proposed transaction agreements with any party making a potential Superior Offer, (y) during any Company Notice Period, Parent shall be entitled to deliver to the Company one or more counterproposals to such Acquisition Proposal and the Company will, and cause its Representatives to, negotiate with Parent in good faith (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that the applicable Acquisition Proposal ceases to constitute a Superior Offer and (z) in the event of any material amendment to any Superior Offer (including any revision in the amount, form or mix of consideration or percentage of the combined company that the Company’s stockholders would receive as a result of such potential Superior Offer), the Company shall be required to provide Parent with notice of such material amendment and the Company Notice Period shall be extended, if applicable, to ensure that at least two Business Days remain in the Company Notice Period following such notification during which the Parties shall comply again with the requirements of this Section 7.2(e) and the Company Board shall not make a Company Board Adverse Recommendation Change prior to the end of such Company Notice Period as so extended (it being understood that there may be multiple extensions) or (ii) in the case of a Company Intervening Event, the Company promptly notifies Parent, in writing, within the Company Notice Period before making a Company Board Adverse Recommendation Change, which notice shall state expressly the material facts and circumstances related to the applicable Company Intervening Event and that the Company Board intends to make a Company Board Adverse Recommendation Change. (f) The Company’s obligation to deliver a copy of the Proxy Statement and the Company Stockholder Approval is obtained Written Consent in accordance with Section 7.2(a) shall not be limited or otherwise affected by written consentthe commencement, then promptly following the receipt disclosure, announcement or submission of the Written Consentany Superior Offer or other Acquisition Proposal or Acquisition Inquiry, the or by any Company will prepare and deliver to its stockholders who have not consented the notice required by Section 228(e) of the DGCLBoard Adverse Recommendation Change.

Company Stockholder Approval. (a) Each of the parties hereto acknowledge that the shares of Parent Common Stock issued to the Company Stockholders 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 shares of Parent Common Stock may be issued pursuant to such private placement exemption; provided, however, that neither Parent, Merger Sub nor Second Merger Sub makes any representation or warranty that such issuance in fact qualifies for such private placement exemption. Such shares may not be re-offered or resold other than in conformity with the registration requirements of the Securities Act and applicable state securities Laws or pursuant to an exemption therefrom, and the certificates representing shares of Parent Common Stock shall bear a legend to that effect. Prior to the Effective Time, the Company shall not take any action that would cause the number of Company Stockholders who are not “accredited investors” as defined in Regulation D to exceed 35. The Company will use its best efforts to cause each Company Stockholder to deliver to Parent a Stockholder Certificate in the form attached as Exhibit H hereto (the “Stockholder Certificate”). The Company acknowledges that Parent is relying on certain written representations by each Company Stockholder to determine whether the offer and sale of shares of Parent Common Stock to the Company Stockholders pursuant to the Merger meeting the conditions of Section 4(2) of the Securities Act or Regulation D. (b) Immediately following the execution of this Agreement by the Company, the Company shall obtain the Required Vote by and through the execution of the Company Stockholders Written Consent, which shall be irrevocable. The Company Stockholders Written Consent shall be delivered by the stockholders to the Secretary of the Company on the date hereof, and a copy of the Company Stockholders Written Consent shall be delivered by the Company to Parent on the date hereof (c) As promptly as practicable after the SEC Approval Datedate of this Agreement, the Company shall prepare an information statement in form and substance reasonably satisfactory to Parent which shall include (i) seek the Company Stockholder Approval via written consent (the “Written Consent”) a notice and (ii) in the event the Company determines it is not able to obtain the Written Consent, the Company shall call and hold a meeting description of holders of Company Common Stock and Company Preferred Stock for the purpose of voting solely upon the Company Stockholder Approval (the “Company Stockholders Meeting”) as soon as reasonably practicable after the SEC Approval Date, provided that the Company Stockholders Meeting will occur no later than the date of the BRPA Special Meeting. In connection therewith, the Company shall use reasonable best efforts to, as promptly as practicable, (A) establish the record date approval (which record date shall be mutually agreed with BRPAand, in the case of the Company’s stockholders, the adoption) for determining of this Agreement, the Company Stockholders entitled to provide such Written Consent or vote in such Company Stockholders MeetingMerger and the other transactions contemplated by this Agreement by the Company’s Board of Directors, (B) cause the Consent Solicitation Statement approval and adoption of this Agreement, the Merger and the other transactions contemplated by this Agreement by the Principal Stockholders holding sufficient shares to be disseminated to constitute the Company Stockholders in compliance with applicable Legal Requirements Required Vote and (C) solicit written consents the Company’s stockholders appraisal rights with respect to the Merger under the DGCL (or votes or proxies for use at the California Corporations Code, to the extent applicable), (ii) a description of the payments (if any) that are the subject of the Section 280G stockholder approval (as set forth in Section 6.04(d)) and (iii) a copy of the Company Stockholders Meeting, as applicable, from Written Consent providing the Company Stockholders Company’s stockholders (other than the Principal Stockholders) the opportunity to give the Company Stockholder Approval. The Company, acting through the Company Board, shall recommend that the Company Stockholders approve and adopt this Agreement and the Transactions, including approve the Merger and the other transactions contemplated by this Agreement and, consequently, to waive any applicable appraisal rights prior to the Effective Time (collectively, the “Information Statement”). The Company Board Recommendation”shall: (a) cause the Information Statement to comply with applicable legal requirements including, without limitation, Rule 502 of Regulation D, and (b) cause the Information Statement to be mailed to the Company’s stockholders as promptly as practicable following the date of this Agreement. Parent will cooperate with the Company in the preparation of the Information Statement and will provide all information reasonably required to be provided by it for inclusion in the Information Statement. The Company shall give Parent and its counsel a reasonable opportunity to review and comment on the Information Statement and shall include all comments from Parent or its counsel that are reasonable under the Company Board Recommendation in the Consent Solicitation Statement, subject to the Company Board’s compliance with its fiduciary duties under applicable law. If the Company Stockholder Approval is obtained by written consent, then promptly following the receipt of the Written Consent, the Company will prepare and deliver to its stockholders who have not consented the notice required by Section 228(e) of the DGCLcircumstances.