Common use of Meetings of Stockholders Clause in Contracts

Meetings of Stockholders. Promptly after the date hereof, Target will ------------------------ take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Target Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of voting upon this Agreement. Target will consult with Acquiror and use its reasonable best efforts to hold the Target Stockholders' Meeting on the same day as the Acquiror Stockholders' Meeting. Promptly after the date hereof, Acquiror will take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Acquiror Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of (i) amending its Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue of the Merger and (ii) voting upon the issuance of shares of Acquiror Common Stock by virtue of the Merger. Acquiror will consult with Target and will use its reasonable best efforts to hold the Acquiror Stockholders' Meeting on the same day as the Target Stockholders' Meeting. For so long as the Board of Directors of Target is required to make the recommendation set forth in Section 5.1, Target will use its reasonable best efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by Delaware Law to approve the Merger. For so long as the Board of Directors of Acquiror is required to make the recommendations set forth in Section 5.1, Acquiror will use its best efforts to solicit from its stockholders proxies in favor of (i) the amendment of Acquiror's Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue of the Merger and (ii) the issuance of shares of Acquiror Common Stock by virtue of the Merger.

Meetings of Stockholders. (a) Promptly after the date hereof, Target will ------------------------ take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Target Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of voting upon this Agreement. Target will consult with Acquiror and use its reasonable best efforts to hold the Target Stockholders' Meeting on the same day as the Acquiror Stockholders' Meeting. Promptly after the date hereof, Acquiror Company will take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Acquiror Company Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of (i) amending its Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue of the Merger and (ii) voting upon the issuance of shares of Acquiror Common Stock by virtue of the Mergerthis Agreement. Acquiror The Company will consult with Target Parent and will use its commercially reasonable best efforts to hold the Acquiror Company Stockholders' Meeting on the same day as the Target Parent Stockholders' Meeting. For so long Promptly after the date hereof, Parent will take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Parent Stockholders' Meeting to be held as promptly as practicable for the Board purpose of Directors voting upon the issuance of Target is required to make shares of Parent Common Stock by virtue of the recommendation set forth in Section 5.1, Target Merger. Parent will consult with the Company and will use its commercially reasonable best efforts to hold the Parent Stockholders' Meeting on the same day as the Company Stockholders' Meeting. Subject to Sections 5.2(c) and 5.2(d), Parent and the Company will each use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its their respective stockholders or stockholders required by the rules of Nasdaq or Delaware Law and all other applicable legal requirements to approve the Merger. For so long as obtain such approvals. (b) Subject to Sections 5.2(c) and 5.2(d): (i) the Board of Directors of Acquiror is required the Company shall recommend that the Company's stockholders vote in favor of and adopt this Agreement at the Company Stockholders' Meeting, and the Board of Directors of Parent shall recommend that Parent's stockholders vote in favor of the issuance of shares of Parent Common Stock in the Merger at the Parent Stockholders' Meeting; (ii) the Proxy Statement shall include a statement to make the effect that the Board of Directors of the Company has recommended that the Company's stockholders vote in favor of and adopt this Agreement at the Company Stockholders' Meeting, and a statement to the effect that the Board of Directors of Parent has recommended that Parent's stockholders vote in favor of the issuance of shares of Parent Common Stock in the Merger at the Parent Stockholders' Meeting; and (iii) neither the Board of Directors of the Company, the Board of Directors of Parent, nor any committee of either shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, the recommendations set forth in Section 5.1subsections 5.2(b)(i) or 5.2(b)(ii). (c) Nothing in this Agreement shall prevent the Board of Directors of the Company from withholding, Acquiror will use withdrawing, amending or modifying its best efforts to solicit from its stockholders proxies recommendation in favor of the Merger if (i) a Company Superior Offer (as defined below) is made to the amendment of Acquiror's Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue of the Merger Company and is not withdrawn, (ii) neither the Company nor any of its representatives shall have violated any of the restrictions set forth in Section 5.4(a), and (iii) the Board of Directors of the Company concludes in good faith, after consultation with its outside counsel, that, in light of such Company Superior Offer, the withholding, withdrawal, amendment or modification of such recommendation is required in order for the Board of Directors of the Company to comply with its fiduciary obligations to the Company's stockholders under applicable law. Nothing contained in this Section 5.2 shall limit the Company's obligation to hold and convene the Company Stockholders' Meeting (regardless of whether the recommendation of the Board of Directors of the Company shall have been withdrawn, amended or modified). For purposes of this Agreement, "COMPANY SUPERIOR OFFER" shall mean an unsolicited, bona fide written offer made by a third party to consummate any of the following transactions: (i) a merger, consolidation, business combination, recapitalization or similar transaction involving the Company, pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 50% of the equity interest in the surviving or resulting entity of such transaction; (ii) a sale or other disposition by the Company of all or substantially all of its assets, or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of Acquiror Common Stock by virtue 50% of the voting power of the then outstanding shares of capital stock of the Company, in each case on terms that the Board of Directors of the Company determines, in its reasonable judgment (after consultation with its financial advisor) to be more favorable to the Company stockholders from a financial point of view than the terms of the Merger; provided, however, that any such offer shall not be deemed to be a "COMPANY SUPERIOR OFFER" if any financing required to consummate the transaction contemplated by such offer is not committed and is not likely in the judgment of the Company's Board of Directors to be obtained by such third party on a timely basis.

Meetings of Stockholders. Promptly after the date hereof, Target will ------------------------ FNF shall take all action necessary in accordance with Delaware Law applicable law and its Certificate of Incorporation the FNF Charter and Bylaws FNF By-laws to convene a meeting of its stockholders (the Target Stockholders' Meeting "FNF Stockholders Meeting") to consider and vote upon the adoption of this Agreement and to cause such vote to be held taken. The Company shall take all action necessary in accordance with applicable law and the Company Charter and Company By-laws to convene a meeting of its shareholders (the "Company Shareholders Meeting") to consider and vote upon the approval of the issuance of Company Common Stock in the Merger and the Company Incentive Plan Amendment (collectively, the "Company Vote Items") and to cause such vote to be taken. Subject to Section 5.8 hereof, FNF and the Company shall, through their respective Boards of Directors, recommend to their respective stockholders adoption or approval, as promptly the case may be, of the foregoing matters and FNF shall take all lawful action to solicit such adoption or approval, as practicablethe case may be, and in any event by its stockholders. Without limiting the generality of the foregoing, (x) FNF agrees that its obligations pursuant to the extent permissible under applicable lawfirst and last sentences of this Section 5.3 shall not be affected by the withdrawal or modification by the Board of Directors of FNF of its approval or recommendation of this Agreement or the Merger and (y) within 45 days after the declaration Company agrees that its obligations pursuant to the second and last sentences of effectiveness this Section 5.3 shall not be affected by the withdrawal or modification by the Board of Directors of the Registration Statement, for Company of its approval or recommendation of any of the purpose of voting upon this AgreementCompany Vote Items. Target will consult with Acquiror FNF and the Company shall use its reasonable best efforts to hold the Target Stockholders' FNF Stockholders Meeting and the Company Shareholders Meeting on the same day as the Acquiror Stockholders' Meeting. Promptly after the date hereof, Acquiror will take all action necessary in accordance with Delaware Law and its Certificate meeting of Incorporation and Bylaws to convene the Acquiror Stockholders' Meeting stockholders of FNT to be held as promptly as practicable, to approve the Securities Exchange Agreement and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of (i) amending its Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue of the Merger and (ii) voting upon the issuance of shares of Acquiror Common Stock by virtue of the Merger. Acquiror will consult with Target and will use its their reasonable best efforts to hold such meetings as soon as practicable after the Acquiror Stockholders' Meeting on the same day as the Target Stockholders' Meeting. For so long as the Board of Directors of Target Form S-4 is required to make the recommendation set forth in Section 5.1, Target will use its reasonable best efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by Delaware Law to approve the Merger. For so long as the Board of Directors of Acquiror is required to make the recommendations set forth in Section 5.1, Acquiror will use its best efforts to solicit from its stockholders proxies in favor of (i) the amendment of Acquiror's Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue of the Merger and (ii) the issuance of shares of Acquiror Common Stock by virtue of the Mergerdeclared effective.

Meetings of Stockholders. Promptly (a) KETOSPORTS will, as promptly as possible after the date hereofof this Agreement, Target will ------------------------ take all action actions necessary in accordance with Delaware Law Illinois (state of incorporation) law and its Certificate Articles of Incorporation and Bylaws By Laws to either (i) call, give notice of, convene the Target Stockholders' Meeting and hold a meeting of KETOSPORTS's shareholders to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of voting upon this Agreement. Target will consult with Acquiror and use its reasonable best efforts to hold the Target Stockholders' Meeting on the same day as the Acquiror Stockholders' Meeting. Promptly after the earliest possible date hereof, Acquiror will take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Acquiror Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of (i) amending its Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue of the Merger and or (ii) voting upon prepare and distribute a written consent of shareholders in lieu of a meeting of KETOSPORTS's shareholders, in either case to consider and vote on approval of this Agreement and the issuance of shares of Acquiror Common Stock by virtue of transactions contemplated herein (the Merger. Acquiror will consult with Target and will use its reasonable best efforts to hold the Acquiror Stockholders' Meeting on the same day as the Target Stockholders"KETOSPORTS Shareholders' Meeting"). For so long as the The Board of Directors of Target is required KETOSPORTS will recommend to make the recommendation set forth in Section 5.1, Target shareholders of KETOSPORTS the approval of this Agreement and the transactions contemplated herein and KETOSPORTS will use its reasonable best efforts to solicit from its stockholders the shareholders of KETOSPORTS proxies or consents in favor of the adoption approval of this Agreement. (b) The Board of Directors of KETOSPORTS shall be permitted to withhold, withdraw, amend or modify its recommendation in favor of this Agreement and the transactions contemplated herein to its stockholders ("Change of Recommendation") if the following conditions are met: (i) a bona fide Transaction Proposal shall have been made and not withdrawn which was not solicited, encouraged or facilitated after the date of this Agreement in breach of and did not otherwise result from a breach of this Agreement, (ii) the Board of Directors of KETOSPORTS determines in good faith by affirmative vote of a majority of all of its members, after consultation with its outside legal counsel, that such Transaction Proposal is a superior proposal (taking into account any adjustment to the terms and conditions proposed by LVGI in response to such Transaction Proposal) and (iii) the Board of Directors of KETOSPORTS determines in good faith by affirmative vote of a majority of all of its shareholders on the basis of advice of its outside legal counsel that such Change of Recommendation is necessary for the Board of Directors of KETOSPORTS to comply with its fiduciary duties to its shareholders under Illinois law. (c) LVGI will, as promptly as possible after the date of this Agreement, take all actions necessary in accordance with federal securities laws, Nevada law and its charter and bylaws to either (i) call, give notice of, convene and hold a meeting of LVGI’s stockholders to be held on the earliest possible date determined in consultation with KETOSPORTS or (ii) prepare and distribute a written consent of stockholders in lieu thereof, in either case to consider and vote on approval of this Agreement and the approval of transactions contemplated herein (the Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by Delaware Law to approve the Merger. For so long as the Board of Directors of Acquiror is required to make the recommendations set forth in Section 5.1, Acquiror will use its best efforts to solicit from its stockholders proxies in favor of (i) the amendment of Acquiror's Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue of the Merger and (ii) the issuance of shares of Acquiror Common Stock by virtue of the Merger"LVGI Stockholders’ Meeting").

Meetings of Stockholders. Promptly (a) The Company shall promptly after the date hereof, Target will ------------------------ of this Merger Agreement take all action necessary in accordance with Delaware Law and its Certificate certificate of Incorporation incorporation and Bylaws bylaws to duly call, give notice of, convene and hold the Target Stockholders' Meeting to be held as promptly as practicableCompany Stockholders Meeting, and the Company shall consult with Acquiror in any event (connection therewith. Except to the extent permissible under applicable lawthat such actions would be inconsistent with their fiduciary duties as determined in good faith (after consultation with and having received the advice of outside legal counsel) within 45 days after and provided that the declaration Company has complied with Section 5.05(f), at such meeting, the Company's board of effectiveness directors shall recommend that the holders of Company Common Stock and Company Preferred Stock vote in favor of adopting and approving this Merger Agreement in accordance with the terms hereof, and the Company shall use all reasonable efforts to solicit from the Company Stockholders proxies or consents to approve this Merger Agreement and the transactions contemplated hereby and shall take all other actions reasonably necessary or advisable to secure the vote or consent of the Registration Statementholders of Company Common Stock and Company Preferred Stock required by Delaware Law to approve this Merger Agreement and the transactions contemplated hereby. Notwithstanding the receipt of a Superior Proposal by the Company, for the purpose of voting upon this Agreement. Target will consult with Acquiror and use its reasonable best efforts to Company shall hold the Target Stockholders' Meeting on the same day as the Company Stockholders Meeting. (b) Acquiror Stockholders' Meeting. Promptly shall promptly after the date hereof, Acquiror will of this Merger Agreement take all action necessary in accordance with Delaware Law and its Certificate certificate of Incorporation incorporation and Bylaws bylaws to duly call, give notice of, convene and hold the Acquiror Stockholders' Meeting to be held as promptly as practicableStockholders Meeting, and Acquiror shall consult with the Company in any event (connection therewith. Except to the extent permissible under applicable lawthat such actions would be inconsistent with their fiduciary duties as determined in good faith (after consultation with and having received the advice of outside legal counsel) within 45 days after and provided that Acquiror has complied with Section 5.05(f), at such meeting, Acquiror's board of directors shall recommend that the declaration of effectiveness of the Registration Statement, for the purpose of (i) amending its Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares holders of Acquiror Common Stock by virtue vote in favor of adopting and approving this Merger Agreement in accordance with the Merger terms hereof, and (ii) voting upon the issuance of shares of Acquiror Common Stock by virtue of the Merger. Acquiror will consult with Target and will use its reasonable best efforts to hold the Acquiror Stockholders' Meeting on the same day as the Target Stockholders' Meeting. For so long as the Board of Directors of Target is required to make the recommendation set forth in Section 5.1, Target will shall use its reasonable best efforts to solicit from its stockholders proxies in favor of or consents to approve (i) the adoption Restated Charter and approval of this Agreement (ii) the Required Acquiror Stockholders Consent and the approval of the Merger and will shall take all other action actions reasonably necessary or advisable to secure the vote or consent of its stockholders the Acquiror Stockholders required by Delaware Law to approve the Merger. For so long as the Board of Directors of Acquiror is required to make the recommendations set forth in Section 5.1, Acquiror will use its best efforts to solicit from its stockholders proxies in favor of (i) the amendment of Acquiror's Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue of the Merger Restated Charter and (ii) the issuance of shares of Acquiror Common Stock by virtue of the Merger.)

Meetings of Stockholders. Promptly (a) Company shall promptly after the date hereof, Target will ------------------------ hereof take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to call, give notice of, convene and hold the Target Stockholders' Meeting to be held Company Stockholders Meeting, as promptly as practicable, and in any event within forty-five (45) days of the Joint Proxy Statement/Prospectus being declared effective by the SEC. Subject to Section 5.3, the Company will use its commercially reasonable efforts to solicit from Company Stockholders proxies in favor of the Mergers, and will use its commercially reasonable efforts to secure Company Stockholder Approval. The Company may adjourn or postpone the stockholder meeting called to approve the Mergers to ensure that any necessary supplement or amendment to the extent permissible under applicable law) within 45 days after Joint Proxy Statement/Prospectus is provided to Company Stockholders in advance of a vote on the declaration of effectiveness Mergers. In addition, the Company may adjourn the Company Stockholders Meeting to permit the Company to further solicit proxies in favor of the Registration Mergers, if a proposal authorizing such adjournment is included in the Joint Proxy Statement/Prospectus and such proposal is affirmatively voted on by the Company Stockholders, for the purpose of voting upon this Agreement. Target will consult with Acquiror and use its reasonable best efforts to hold the Target Stockholders' Meeting on the same day as the Acquiror Stockholders' Meeting. Promptly by proxy or otherwise. (b) Parent shall promptly after the date hereof, Acquiror will hereof take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to call, give notice of, convene and hold the Acquiror Stockholders' Meeting to be held Parent Stockholders Meeting, as promptly as practicable, and in any event within forty-five (to the extent permissible under applicable law45) within 45 days after the declaration of effectiveness of the Registration Joint Proxy Statement, for /Prospectus being declared effective by the purpose of (i) amending its Certificate of Incorporation to increase its authorized share capital to allow for SEC. Parent shall also consult with Company regarding the issuance of shares of Acquiror Common Stock by virtue date of the Merger and (ii) voting upon the issuance of shares of Acquiror Common Stock by virtue of the Merger. Acquiror will consult with Target and will use its reasonable best efforts to hold the Acquiror Stockholders' Meeting on the same day as the Target Stockholders' Parent Stockholders Meeting. For so long as the Board of Directors of Target is required to make the recommendation set forth in Section 5.1, Target will Parent shall use its commercially reasonable best efforts to solicit from its stockholders of Parent proxies in favor of the adoption Mergers and approval of this Agreement and the approval of the Merger and will shall take all other action necessary or advisable to secure the vote Parent Stockholder Approval. Parent may adjourn or consent of its stockholders required by Delaware Law postpone the Parent Stockholder Meeting called to approve the MergerMergers to ensure that any necessary supplement or amendment to the Joint Proxy Statement/Prospectus is provided to Parent Stockholders in advance of a vote on the Mergers. For so long as In addition, Parent may adjourn the Board of Directors of Acquiror is required Parent Stockholders Meeting to make the recommendations set forth in Section 5.1, Acquiror will use its best efforts permit Parent to further solicit from its stockholders proxies in favor of (i) the amendment of Acquiror's Certificate of Incorporation to increase its authorized share capital to allow for Mergers, if a proposal authorizing such adjournment is included in the issuance of shares of Acquiror Common Stock Joint Proxy Statement/Prospectus and such proposal is affirmatively voted on by virtue of the Merger and (ii) the issuance of shares of Acquiror Common Stock Parent Stockholders, by virtue of the Mergerproxy or otherwise.

Meetings of Stockholders. Promptly after the date hereofRegistration Statement and the Source Registration Statement are declared effective under the Securities Act, Target will ------------------------ take all action necessary in accordance with Delaware Law each of Parent and its Certificate of Incorporation and Bylaws to convene the Target Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of voting upon this Agreement. Target will consult with Acquiror and use its reasonable best efforts to hold the Target Stockholders' Meeting on the same day as the Acquiror Stockholders' Meeting. Promptly after the date hereof, Acquiror Company will take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to call, hold and convene a meeting of its stockholders to consider, in the Acquiror case of Parent, the adoption and approval of this Agreement and approval of the Parent Merger and approval of the issuance of Parent Common Stock in connection with the Company Merger, to the extent permissible, as a single proposal (the “Parent Proposal”), and, in the case of the Company, the adoption and approval of this Agreement and approval of the Company Merger (the “Company Proposal”) (each, a “Stockholders' Meeting ’ Meeting” and, in the case of Parent, the “Parent Stockholders’ Meeting” and, in the case of the Company, the “Company Stockholders’ Meeting”) to be held as promptly as practicable, practicable (and in any event (to the extent permissible under applicable law) within 45 days days, if practicable) after the declaration of effectiveness of the Registration Statement and the Source Registration Statement, for . Each of Parent and the purpose of (i) amending its Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue of the Merger and (ii) voting upon the issuance of shares of Acquiror Common Stock by virtue of the Merger. Acquiror will consult with Target and Company will use its all reasonable best efforts to hold the Acquiror their respective Stockholders' ’ Meeting on the same day as date. Subject to Section 5.3(d), each of Parent and the Target Stockholders' Meeting. For so long as the Board of Directors of Target is required to make the recommendation set forth in Section 5.1, Target Company will use its all reasonable best efforts to solicit from its stockholders proxies in favor of, in the case of Parent, the Parent Proposal, and, in the case of the adoption and approval of this Agreement and Company, the approval of the Merger Company Proposal, and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or Delaware Law to approve obtain such approvals. Notwithstanding anything to the Merger. For so long contrary contained in this Agreement, Parent or the Company, as the Board case may be, may adjourn or postpone its Stockholders’ Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to its respective stockholders in advance of Directors a vote on, in the case of Acquiror Parent, the Parent Proposal or, in the case of the Company, the Company Proposal, or, if as of the time for which such Stockholders’ Meeting is required to make the recommendations originally scheduled (as set forth in Section 5.1the Prospectus/Proxy Statement) there are insufficient shares of Common Stock of Parent or the Company, Acquiror will use as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such Stockholders’ Meeting. Each of Parent and the Company shall ensure that its best efforts to solicit from Stockholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it in connection with the Stockholders’ Meeting are solicited in compliance with Delaware Law, its stockholders proxies in favor of (i) the amendment of Acquiror's Certificate of Incorporation to increase its authorized share capital to allow for and Bylaws, the issuance rules of shares of Acquiror Common Stock by virtue of the Merger Nasdaq and (ii) the issuance of shares of Acquiror Common Stock by virtue of the Mergerall other applicable Legal Requirements.

Meetings of Stockholders. Promptly after the date hereof, Target (a) The Company will ------------------------ duly take all lawful action necessary in accordance with Delaware Law to call, give notice of, convene and hold a meeting of its Certificate of Incorporation and Bylaws to convene stockholders as soon as reasonably practicable (the Target Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law"Company Stockholders Meeting") within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of voting upon this Agreement. Target obtaining the Requisite Company Stockholder Vote and will consult with Acquiror and its use its commercially reasonable best efforts to hold solicit the Target Stockholders' Meeting on the same day as the Acquiror Stockholders' Meeting. Promptly after the date hereof, Acquiror will take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Acquiror Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness adoption of the Registration Statement, for Agreement by the purpose of (i) amending its Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue of the Merger Requisite Company Stockholder Vote; and (ii) voting upon the issuance of shares of Acquiror Common Stock by virtue of the Merger. Acquiror will consult with Target and will use its reasonable best efforts to hold the Acquiror Stockholders' Meeting on the same day as the Target Stockholders' Meeting. For so long as the Board of Directors of Target is required to make the recommendation set forth in Section 5.1, Target Company will use its reasonable best efforts to solicit from its stockholders proxies in favor of the recommend adoption and approval of this Agreement and by the approval stockholders of the Merger Company (the "Company Recommendation"), and will not (x) withdraw, modify or qualify (or propose to withdraw, modify or qualify) in any manner adverse to Parent such recommendation or (y) take all any action or make any statement (other than any action necessary or advisable to secure described in the vote or consent of its stockholders required by Delaware Law to approve foregoing clause (x)) in connection with the Merger. For so long as Company Stockholders Meeting inconsistent with such recommendation (collectively, a "Change in the Company Recommendation"); provided, however, that the Board of Directors of Acquiror is required the Company may make a Change in the Company Recommendation pursuant to make Section 5.04 hereof. Notwithstanding any Change in the recommendations set forth in Section 5.1Company Recommendation, Acquiror this Agreement will be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of adopting this Agreement and nothing contained herein will be deemed to relieve the Company of such obligation. (b) Parent will duly take all lawful action to call, give notice of, convene and hold a meeting of its stockholders as soon as reasonably practicable (the "Parent Stockholders Meeting") for the purpose of obtaining the Requisite Parent Stockholder Approval with respect to the transactions contemplated by this Agreement and will use its best commercially reasonable efforts to solicit from its stockholders proxies in favor the adoption of (i) this Agreement by the amendment Requisite Parent Stockholder Vote, and the Board of Acquiror's Certificate Directors of Incorporation to increase its authorized share capital to allow for Parent will recommend approval of the issuance of shares of Acquiror Parent Common Stock pursuant to this Agreement by virtue the stockholders of Parent (the Merger "Parent Recommendation"), and will not, unless the Company makes a Change in the Company Recommendation, (iix) withdraw, modify or qualify (or propose to withdraw, modify or qualify) in any manner adverse to the issuance of shares of Acquiror Common Stock by virtue of Company's stockholders such recommendation or (y) take any action or make any statement (other than any action described in the Mergerforegoing clause (x)) in connection with the Parent Stockholders Meeting inconsistent with such recommendation (collectively, a "Change in the Parent Recommendation").

Meetings of Stockholders. (a) Promptly after the date hereof, Target Click2learn will ------------------------ take all action necessary in accordance with Delaware Law the DGCL and its Certificate of Incorporation and Bylaws to convene the Target Click2learn Stockholders' ’ Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of voting upon the Click2learn Merger and, to the extent applicable, the other transactions contemplated by this Agreement. Target Click2learn will consult with Acquiror Docent and use its commercially reasonable best efforts to hold the Target Click2learn Stockholders' ’ Meeting on the same day as the Acquiror Docent Stockholders' ’ Meeting. Promptly after the date hereof, Acquiror Docent will take all action necessary in accordance with Delaware Law the DGCL and its Certificate of Incorporation and Bylaws to convene the Acquiror Docent Stockholders' ’ Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the Registration Statement, practicable for the purpose of (i) amending its Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue of the Merger and (ii) voting upon the issuance of shares of Acquiror Common Stock Docent Merger and, to the extent applicable, the other transactions contemplated by virtue of the Mergerthis Agreement. Acquiror Docent will consult with Target Click2learn and will use its commercially reasonable best efforts to hold the Acquiror Docent Stockholders' ’ Meeting on the same day as the Target Click2learn Stockholders' ’ Meeting. For so long as the Board of Directors of Target is required Subject to make the recommendation set forth in Section 5.1Sections 5.2(b) and 5.2(c), Target Docent and Click2learn will each use its commercially reasonable best efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its their respective stockholders required by Delaware Law the rules of the National Association of Securities Dealers, Inc. or the DGCL and all other applicable legal requirements to approve obtain such approvals. Notwithstanding anything to the Mergercontrary contained in this Agreement, Docent or Click2learn, as the case may be, may adjourn or postpone its Stockholders’ Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to its respective stockholders in advance of a vote on the Mergers and this Agreement or, if as of the time for which the Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Docent Common Stock or Click2learn Common Stock (as the case may be) represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such Stockholders’ Meeting. (b) Except as provided in this Section 5.2(b), neither the Click2learn Board nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify, in a manner adverse to Docent, its recommendation to the effect set forth in Section 2.18. For so long as Nothing in this Agreement shall prevent the Board of Directors of Acquiror Click2learn from withholding, withdrawing, amending or modifying its recommendation in favor of the Agreement if (i) a Click2learn Acquisition Proposal (as defined below) is required made to make Click2learn and is not withdrawn, (ii) such Acquisition Proposal constitutes a Click2learn Superior Offer(as defined below), (iii) neither Click2learn nor any of its representatives shall have violated any of the recommendations restrictions set forth in Section 5.15.4(a) in connection with such Click2learn Acquisition Proposal (as defined below), Acquiror will use its best efforts to solicit from its stockholders proxies in favor of and (iiv) the Board of Directors of Click2learn concludes in good faith, after consultation with its outside counsel, that, in light of such Click2learn Superior Offer, the withholding, withdrawal, amendment or modification of Acquiror's Certificate of Incorporation to increase its authorized share capital to allow such recommendation is required in order for the issuance Board of shares of Acquiror Common Stock by virtue of the Merger and (ii) the issuance of shares of Acquiror Common Stock by virtue of the Merger.Directors

Meetings of Stockholders. Promptly (a) Company shall promptly after the date hereof, Target will ------------------------ hereof take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to call, give notice of, convene and hold the Target Stockholders' Meeting to be held Company Stockholders Meeting, as promptly as practicable, and in any event within forty-five (to the extent permissible under applicable law45) within 45 days after the declaration of effectiveness of the Registration Joint Proxy Statement, /Prospectus being declared effective by the SEC. Company shall also consult with Parent regarding the date of the Company Stockholders Meeting and shall not postpone or adjourn (other than for the purpose absence of voting upon a quorum) the Company Stockholders Meeting without the consent of Parent unless this AgreementAgreement is first terminated by Company pursuant to Article VII hereof. Target will consult with Acquiror and Subject to Section 5.1, Company shall use its all commercially reasonable best efforts to hold solicit from stockholders of Company proxies in favor of the Target Stockholders' Meeting on Merger and shall take all other action necessary or advisable to secure the same day as the Acquiror Stockholders' Meeting. Promptly Company Stockholder Approval. (b) Parent shall promptly after the date hereof, Acquiror will hereof take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to call, give notice of, convene and hold the Acquiror Stockholders' Meeting to be held Parent Stockholders Meeting, as promptly as practicable, and in any event within forty-five (to the extent permissible under applicable law45) within 45 days after the declaration of effectiveness of the Registration Joint Proxy Statement, /Prospectus being declared effective by the SEC. Parent shall also consult with Company regarding the date of the Parent Stockholders Meeting and shall not postpone or adjourn (other than for the purpose absence of (ia quorum or to amend or supplement the proxy statement as it relates to Company) amending its Certificate the Parent Stockholders Meeting without the consent of Incorporation Company unless this Agreement is first terminated by Company pursuant to increase its authorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue of the Merger and (ii) voting upon the issuance of shares of Acquiror Common Stock by virtue of the MergerArticle VII hereof. Acquiror will consult with Target and will Parent shall use its all commercially reasonable best efforts to hold the Acquiror Stockholders' Meeting on the same day as the Target Stockholders' Meeting. For so long as the Board of Directors of Target is required to make the recommendation set forth in Section 5.1, Target will use its reasonable best efforts to solicit from its stockholders of Parent proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will shall take all other action necessary or advisable to secure the vote or consent of its stockholders required by Delaware Law to approve the Merger. For so long as the Board of Directors of Acquiror is required to make the recommendations set forth in Section 5.1, Acquiror will use its best efforts to solicit from its stockholders proxies in favor of (i) the amendment of Acquiror's Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue of the Merger and (ii) the issuance of shares of Acquiror Common Stock by virtue of the MergerParent Stockholder Approval.

Meetings of Stockholders. (a) Promptly after the date hereof, Target will ------------------------ take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Target Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of voting upon this Agreement. Target will consult with Acquiror and use its reasonable best efforts to hold the Target Stockholders' Meeting on the same day as the Acquiror Stockholders' Meeting. Promptly after the date hereof, Acquiror MCS will take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Acquiror MCS Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of (i) amending its Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue of the Merger and (ii) voting upon the issuance of shares of Acquiror Common Stock by virtue of the Mergerthis Agreement. Acquiror MCS will consult with Target NetIQ and will use its commercially reasonable best efforts to hold the Acquiror MCS Stockholders' Meeting on the same day as the Target NetIQ Stockholders' Meeting. For so long Promptly after the date hereof, NetIQ will take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the NetIQ Stockholders' Meeting to be held as promptly as practicable for the Board purpose of Directors voting upon the issuance of Target is required to make shares of NetIQ Common Stock by virtue of the recommendation set forth in Section 5.1, Target Merger. NetIQ will consult with MCS and will use its commercially reasonable best efforts to hold the NetIQ Stockholders' Meeting on the same day as the MCS Stockholders' Meeting. Subject to Sections 5.2(c) and 5.2(d), NetIQ and MCS will each use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its their respective stockholders or stockholders required by the rules of the National Association of Securities Dealers, Inc. or Delaware Law and all other applicable legal requirements to obtain such approvals. (b) Subject to Sections 5.2(c) and 5.2(d): (i) the Board of Directors of MCS shall unanimously recommend that MCS's stockholders vote in favor of and adopt and approve this Agreement and the Merger at the MCS Stockholders' Meeting, and the Board of Directors of NetIQ shall unanimously recommend that NetIQ's stockholders vote in favor of and adopt and approve this Agreement and the Merger at the NetIQ Stockholders' Meeting; (ii) the Proxy Statement shall include a statement to the effect that the Board of Directors of MCS has unanimously recommended that MCS's stockholders vote in favor of and adopt and approve this Agreement and the Merger at the MCS Stockholders' Meeting, and a statement to the effect that the Board of Directors of NetIQ has unanimously recommended that NetIQ's stockholders vote in favor of and adopt and approve this Agreement and the Merger at the NetIQ Stockholders' Meeting; and (iii) neither the Board of Directors of MCS, the Board of Directors of NetIQ, nor any committee of either shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, the unanimous recommendation of the Board of Directors of MCS or the Board of Directors of NetIQ that MCS's stockholders or NetIQ's stockholders, as the case may be, vote in favor of and adopt and approve this Agreement and approve the Merger. For so long as purposes of this Agreement, said recommendation of the Board of Directors shall be deemed to have been modified in a manner adverse to the other party if said recommendation shall no longer be unanimous. (c) Nothing in this Agreement shall prevent the Board of Directors of Acquiror MCS from withholding, withdrawing, amending or modifying its unanimous recommendation in favor of the Merger if (i) a MCS Superior Offer (as defined below) is required made to make MCS and is not withdrawn, (ii) neither MCS nor any of its representatives shall have violated any of the recommendations restrictions set forth in Section 5.15.4(a), Acquiror will use its best efforts to solicit from its stockholders proxies in favor of and (iiii) the amendment Board of Acquiror's Certificate Directors of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue of the Merger and (ii) the issuance of shares of Acquiror Common Stock by virtue of the Merger.MCS concludes in good faith, after consultation

Meetings of Stockholders. (a) Promptly after the date hereof, Target the Company will ------------------------ take all action necessary in accordance with the GBCC and its Articles of Incorporation and Bylaws to convene the Company Shareholders' Meeting to be held as promptly as practicable, for the purpose of voting upon this Agreement. The Company will consult with Parent and use its commercially reasonable efforts to hold the Company Shareholders' Meeting on the same day as the Parent Stockholders' Meeting. Promptly after the date hereof, Parent will take all action necessary in accordance with the Delaware General Corporation Law (the "DGCL") and its Certificate of Incorporation and Bylaws to convene the Target Parent Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the Registration Statement, practicable for the purpose of voting upon this Agreementthe issuance of shares of Parent Common Stock by virtue of the Merger. Target Parent will consult with Acquiror the Company and will use its commercially reasonable best efforts to hold the Target Parent Stockholders' Meeting on the same day as the Acquiror StockholdersCompany Shareholders' Meeting. Promptly after Subject to Section 5.2(c), Parent and the date hereof, Acquiror Company will take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Acquiror Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of (i) amending its Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue of the Merger and (ii) voting upon the issuance of shares of Acquiror Common Stock by virtue of the Merger. Acquiror will consult with Target and will each use its commercially reasonable best efforts to hold the Acquiror Stockholders' Meeting on the same day as the Target Stockholders' Meeting. For so long as the Board of Directors of Target is required to make the recommendation set forth in Section 5.1, Target will use its reasonable best efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its their respective stockholders or shareholders required by Delaware Law the rules of the National Association of Securities Dealers, Inc., the GBCC or the DGCL and all other applicable legal requirements to approve the Merger. For so long as obtain such approvals. (b) Subject to Section 5.2(c): (i) the Board of Directors of Acquiror the Company shall recommend that the Company's shareholders vote in favor of and adopt and approve this Agreement and the Merger at the Company Shareholders' Meeting, and the Board of Directors of Parent shall recommend that Parent's stockholders vote in favor of and adopt and approve this Agreement and the Merger at the Parent Stockholders' Meeting; (ii) the Joint Proxy Statement/Prospectus shall include a statement to the effect that the Board of Directors of the Company has recommended that the Company's shareholders vote in favor of and adopt and approve this Agreement and the Merger at the Company Shareholders' Meeting, and a statement to the effect that the Board of Directors of Parent has recommended that Parent's stockholders vote in favor of and adopt and approve this Agreement and the Merger at the Parent Stockholders' Meeting; and (iii) neither the Board of Directors of the Company, the Board of Directors of Parent, nor any committee of either shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, the recommendation of the Board of Directors of the Company or the Board of Directors of Parent that the Company's shareholders or Parent's stockholders, as the case may be, vote in favor of and adopt and approve this Agreement and approve the Merger. (c) Nothing in this Agreement shall prevent the Board of Directors of the Company from withholding, withdrawing, amending or modifying its recommendation in favor of the Merger if (i) a Company Superior Offer (as defined below) is required made to make the recommendations Company and is not withdrawn, (ii) neither the Company nor any of its representatives shall have violated any of the restrictions set forth in Section 5.15.4(a), Acquiror will use its best efforts to solicit from its stockholders proxies in favor of and (iiii) the Board of Directors of the Company concludes in good faith, after consultation with its outside counsel, that, in light of such Company Superior Offer, the withholding, withdrawal, amendment or modification of Acquiror's Certificate of Incorporation to increase its authorized share capital to allow such recommendation is required in order for the issuance Board of shares of Acquiror Common Stock by virtue Directors of the Merger Company to comply with its fiduciary obligations to the Company's shareholders under applicable law. Nothing contained in this Section 5.2 shall limit the Company's obligation to hold and convene the Company Shareholders' Meeting (ii) regardless of whether the issuance of shares of Acquiror Common Stock by virtue recommendation of the Merger.Board of Directors of the Company shall have been withdrawn,

Meetings of Stockholders. Promptly after the date hereof, Target will ------------------------ (a) Each of Universal and Hanover shall take all action necessary necessary, in accordance with Delaware Applicable Law and its Certificate certificate of Incorporation incorporation and Bylaws bylaws, to convene the Target Stockholders' Meeting to be held a meeting of its stockholders as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days practicable after the declaration Form S-4 has been declared effective to consider and vote upon the adoption of effectiveness of the Registration Statement, for the purpose of voting upon this Agreement. Target will consult Such meeting may be held in conjunction with Acquiror the annual meeting of stockholders of Universal and/or Hanover, in which case such meeting may also be held to elect directors and ratify the selection of independent registered public accountants of Universal or Hanover, as the case may be, as well as such other matters as may be considered by the stockholders of Universal or Hanover in accordance with the certificate of incorporation and bylaws of Universal or Hanover, as the case may be, as long as no matter presented to such stockholders for consideration is inconsistent with the provisions of this Agreement. Universal and Hanover shall coordinate and cooperate with respect to the timing of such meetings and shall use their reasonable best efforts to hold such meetings on the same day. Notwithstanding any other provision of this Agreement, unless this Agreement is terminated in accordance with the terms hereof, Hanover and Universal shall each submit the foregoing matters to its stockholders, whether or not the Board of Directors of Hanover or Universal, as the case may be, withdraws, modifies or changes its recommendation and declaration regarding such matters. (b) Subject to Sections 7.2 and 7.3, respectively, each of Universal and Hanover, through its Board of Directors, shall recommend approval of such matters and use its reasonable best efforts to hold the Target Stockholders' Meeting on the same day take all lawful action to solicit approval by its stockholders in favor of such matters. (c) Universal, in its capacity as the Acquiror Stockholders' Meeting. Promptly after the date hereofsole stockholder of Holdco, Acquiror will shall take all action necessary in accordance with Delaware Law to approve the Holdco Charter. Universal shall take all action necessary to cause Holdco to adopt this Agreement as the sole stockholder of Hanover Merger Sub and its Certificate of Incorporation and Bylaws to convene the Acquiror Stockholders' Meeting to be held as promptly as practicable, and in any event (Universal Merger Sub prior to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of (i) amending its Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue of the Merger and (ii) voting upon the issuance of shares of Acquiror Common Stock by virtue of the MergerClosing. Acquiror will consult with Target and will use its reasonable best efforts to hold the Acquiror Stockholders' Meeting on the same day as the Target Stockholders' Meeting. For so long as the The Board of Directors of Target is required to make the recommendation set forth in Section 5.1, Target will use its reasonable best efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will Holdco shall take all other action necessary or advisable to secure the vote or consent of its stockholders required by Delaware Law to approve the Merger. For so long as the Board of Directors of Acquiror is required to make the recommendations set forth in Section 5.1, Acquiror will use its best efforts to solicit from its stockholders proxies in favor of (i) the amendment of Acquiror's Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue of the Merger and (ii) the issuance of shares of Acquiror Common Stock by virtue of the MergerHoldco Bylaws.

Meetings of Stockholders. Promptly after the date (a) Subject to Section 6.8 hereof, Target Sensytech will ------------------------ take all action necessary in accordance with Delaware Law applicable law and its Certificate of Incorporation charter and Bylaws bylaws to convene the Target Stockholders' Meeting to be held as promptly as practicablereasonably practicable after the date hereof, and but in any event (to the extent permissible under applicable law) within 45 30 days after the declaration of effectiveness of the Registration StatementForm S-4, for a meeting (the purpose of voting upon this Agreement. Target will consult with Acquiror and use its reasonable best efforts to hold the Target “Sensytech Stockholders' Meeting on the same day as the Acquiror Stockholders' ’ Meeting. Promptly after the date hereof, Acquiror will take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Acquiror Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law”) within 45 days after the declaration of effectiveness of the Registration Statement, holders of Sensytech Common Stock and shall submit for approval by the purpose of Sensytech stockholders at such meeting or any adjournment thereof (i) amending its Certificate the adoption of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue this Agreement and approval of the Merger and (ii) voting upon an amendment to Sensytech’s certificate of incorporation (the issuance “Certificate of Amendment”) increasing Sensytech’s authorized shares of capital stock to 100,000,000 shares, consisting of 90,000,000 shares of Sensytech Common Stock and 10,000,000 shares of Sensytech preferred stock or such other amounts of shares of Acquiror Common Stock by virtue of the Merger. Acquiror will consult with Target and will use its reasonable best efforts to hold the Acquiror Stockholders' Meeting on the same day as the Target Stockholders' Meetingparties may mutually agree. For so long as Such Certificate of Amendment shall be subject to the Board of Directors of Target is required to make the recommendation set forth in Section 5.1, Target will use its reasonable best efforts to solicit from its stockholders proxies in favor of the adoption review and approval of this Agreement Argon prior to its submission to the Sensytech stockholders for approval. Subject to Section 6.3 and the obligations of its directors under the Delaware corporation law, Sensytech, through its Board of Directors, shall recommend approval and adoption of the Merger and will take all other action necessary the Certificate of Amendment by the Sensytech stockholders at the Sensytech Stockholders’ Meeting or advisable to secure the vote or consent of its stockholders required by Delaware Law to approve the Mergerany adjournment thereof. For so long as the Board of Directors of Acquiror is required to make the recommendations set forth in Section 5.1, Acquiror Sensytech will use its best efforts to solicit from its stockholders proxies in favor of (i) the amendment adoption of Acquiror's Certificate this Agreement and the Merger, and Sensytech will take all other action necessary or advisable to obtain such approval and to secure the vote or consent of Incorporation its stockholders required by Delaware law, its charter and bylaws, Nasdaq National Market requirements and any other applicable requirement. The Sensytech Stockholders’ Meeting shall be called, noticed, convened, held and conducted, and all proxies solicited by Sensytech in connection with the Sensytech Stockholders’ Meeting shall be solicited, in compliance with Delaware law, Sensytech’s charter and bylaws, Nasdaq National Market requirements and other applicable requirements. The Proxy Statement/ Prospectus shall include a statement to increase its authorized share capital to allow for the issuance effect that the Board of shares Directors of Acquiror Common Stock by virtue Sensytech has recommended that the Sensytech stockholders vote in favor of the adoption of this Agreement and the approval of the Merger at the Sensytech Stockholders’ Meeting. Subject to Section 6.3 and (ii) the issuance obligations of shares the Sensytech directors under the Delaware corporation law, neither the Board of Acquiror Common Stock by virtue Directors of Sensytech nor any committee thereof shall withhold, withdraw, amend or modify, or propose or resolve to withhold, withdraw, amend or modify in a manner adverse to Argon, its recommendation that Sensytech’s stockholders vote in favor of adoption of this Agreement and approval of the Merger. (b) Argon will take all action necessary in accordance with applicable law and its charter and bylaws to convene as promptly as reasonably practicable after the date hereof, but in any event (to the extent permissible under applicable law) within 30 days after the declaration of effectiveness of the Form S-4, a meeting (the “Argon Stockholders’ Meeting”) of the holders of Argon Common Stock and shall submit the adoption of this Agreement and approval of the Merger for approval by the Argon stockholders at such meeting or any adjournment thereof. Subject to Section 6.4 and the obligations of its directors under Virginia corporate law, Argon, through its Board of Directors, shall recommend approval and adoption of the Merger by the Argon stockholders at the Argon Stockholders’ Meeting or any adjournment thereof. Argon will use its best efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement and the Merger, and Argon will take all other action necessary or advisable to obtain such approval and to secure the vote or consent of its stockholders required by Virginia law, Argon’s charter and bylaws and any other applicable requirement. The Argon Stockholders’ Meeting shall be called, noticed, convened, held and conducted, and all proxies solicited by Argon in connection with the Argon Stockholders’ Meeting shall be solicited, in compliance with Virginia law, Argon’s charter and bylaws and other applicable requirements. The Proxy Statement/ Prospectus shall include a statement to the effect that the Board of Directors of Argon has recommended that the Argon stockholders vote in favor of the adoption of this Agreement and the approval of the Merger at the Argon Stockholders’ Meeting. Subject to Section 6.4 and the obligations of the Argon directors under Virginia corporate law, neither the Board of Directors of Argon nor any committee thereof shall withhold, withdraw, amend or modify, or propose or resolve to withhold, withdraw, amend or modify in a manner adverse to Sensytech, its recommendation that Argon stockholders vote in favor of adoption of this Agreement and approval of the Merger. (c) For the avoidance of doubt and notwithstanding anything to the contrary contained in this Agreement, neither Sensytech nor Argon shall be required to hold the stockholders’ meetings pursuant to Section 6.5(a) or (b), as the case may be, if this Agreement is terminated.

Meetings of Stockholders. (a) Promptly after the date hereof, Target Exar will ------------------------ take all action necessary in accordance with Delaware Law the DGCL and its Certificate of Incorporation and Bylaws to convene the Target Exar Stockholders' ’ Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of voting upon this Agreementapproval of the issuance of shares of Exar Common Stock in the Merger. Target Exar will consult with Acquiror Sipex and use its commercially reasonable best efforts to hold the Target Exar Stockholders' ’ Meeting on the same day as the Acquiror Sipex Stockholders' ’ Meeting. Promptly after the date hereof, Acquiror Sipex will take all action necessary in accordance with Delaware Law the DGCL and its Certificate of Incorporation and Bylaws to convene the Acquiror Sipex Stockholders' ’ Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the Registration Statement, practicable for the purpose of (i) amending its Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue of the Merger and (ii) voting upon the issuance adoption of shares of Acquiror Common Stock by virtue of the Mergerthis Agreement. Acquiror Sipex will consult with Target Exar and will use its commercially reasonable best efforts to hold the Acquiror Sipex Stockholders' ’ Meeting on the same day as the Target Exar Stockholders' ’ Meeting. For so long as the Board of Directors of Target is required Subject to make the recommendation set forth in Section 5.1Sections 5.2(b) and 5.2(c), Target (i) Exar will use its commercially reasonable best efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval issuance of shares of Exar Common Stock in the Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by Delaware Law the Marketplace Rules of the NASDAQ Stock Market or the DGCL and all other applicable Legal Requirements to approve the Merger. For so long as the Board of Directors of Acquiror is required to make the recommendations set forth in Section 5.1obtain such approvals, Acquiror and (ii) Sipex will use its best commercially reasonable efforts to solicit from its stockholders proxies in favor of (i) the adoption of this Agreement and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the Marketplace Rules of the NASDAQ Stock Market or the DGCL and all other applicable Legal Requirements to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, Sipex or Exar, as the case may be, may adjourn or postpone its stockholders’ meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to its respective stockholders in advance of Acquiror's Certificate of Incorporation to increase its authorized share capital to allow for a vote on the issuance of shares of Acquiror Exar Common Stock by virtue or the Merger, if as of the Merger and time for which the stockholders’ meeting is originally scheduled (iias set forth in the Proxy Statement) the issuance of there are insufficient shares of Acquiror Exar Common Stock or Sipex Common Stock (as the case may be) represented (either in person or by virtue proxy) to constitute a quorum necessary to conduct the business of such stockholders’ meeting. (b) Except as provided in Section 5.4(a)(ii), neither the Exar Board of Directors nor any committee thereof shall withhold, withdraw, amend or modify, or propose publicly to withhold, withdraw, amend or modify, in each case in a manner adverse to Sipex, the Exar Recommendation or approve, endorse or recommend, or publicly propose to approve, endorse or recommend, any Exar Acquisition Proposal, or resolve or agree to do any of the Mergerforegoing (an “Exar Recommendation Change”). (c) Except as provided in Section 5.4(b)(ii), neither the Sipex Board of Directors nor any committee thereof shall withhold, withdraw, amend or modify, or propose publicly to withhold, withdraw, amend or modify, in each case in a manner adverse to Exar, the Sipex Recommendation or approve, endorse or recommend, or publicly propose to approve, endorse or recommend, any Sipex Acquisition Proposal, or resolve or agree to do any of the foregoing (a “Sipex Recommendation Change”).

Meetings of Stockholders. Promptly after the date hereof, Target will ------------------------ (a) Company shall take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Target Company Stockholders' Meeting Meeting, to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days practicable after the declaration of effectiveness of Registration Statement is declared effected under the Registration StatementSecurities Act, for the purpose of voting upon this Agreement. Target will consult with Acquiror the approval of the Company Stockholder Proposal and shall use its commercially reasonable best efforts to convene and hold the Target Company Stockholders' Meeting on the same day and at the same time as the Acquiror Parent Stockholders' Meeting. Promptly after the date hereof, Acquiror will Parent shall take all action necessary in accordance with Delaware Law and its Law, the Restated Certificate of Incorporation and its Bylaws to convene the Acquiror Parent Stockholders' Meeting Meeting, to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days practicable after the declaration of effectiveness of Registration Statement is declared effected under the Registration StatementSecurities Act, for the purpose of (i) amending its Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue of the Merger and (ii) voting upon the issuance of shares of Acquiror Common Stock by virtue approval of the Merger. Acquiror will consult with Target Parent Stockholder Proposal and will shall use its commercially reasonable best efforts to hold the Acquiror Parent Stockholders' Meeting on the same day and at the same time as the Target Company Stockholders' Meeting. For so long as the Board of Directors of Target is required Subject to make the recommendation set forth in Section 5.16.2(c) and Section 6.2(d) hereof, Target will -------------- -------------- Parent and Company shall each use its commercially reasonable best efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement the Company Stockholder Proposal, in the case of Company, and in favor of the approval of the Merger Parent Stockholder Proposal, in the case of Parent, and will shall take all other action necessary or advisable to secure the vote or consent Company Requisite Vote, in the case of its stockholders Company's stockholders, and the Parent Requisite Vote, in the case of Parent's stockholders, in each case as required by Delaware Law and all other applicable legal requirements (including, without limitation, the rules of Nasdaq, in the case of Company, and the rules of the New York Stock Exchange, in the case of Parent). (b) Subject to approve Section 6.2(c) and Section 6.2(d) hereof: (i) the Merger. For so long as -------------- -------------- Board of Directors of Company shall recommend that the stockholders of Company vote in favor of approval of the Company Stockholder Proposal at the Company Stockholders' Meeting, and the Board of Directors of Acquiror Parent shall recommend that the stockholders of Parent vote in favor of the approval of the Parent Stockholder Proposal at the Parent Stockholders' Meeting; (ii) the Proxy Statement shall include a statement to the effect that the Board of Directors of Company has recommended that the stockholders of Company vote in favor of approval of the Company Stockholder Proposal at the Company Stockholders' Meeting, and a statement to the effect that the Board of Directors of Parent has recommended that the stockholders of Parent vote in favor of the approval of the Parent Stockholder Proposal at the Parent Stockholders' Meeting; and (iii) neither Board of Directors, nor any committee thereof, shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify, in a manner adverse to the other party hereto, its respective recommendation. (c) Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall prevent the Board of Directors of Company from withholding, withdrawing, amending or modifying its recommendation in favor of approval of the Company Stockholder Proposal by the stockholders of Company if (i) a Company Superior Offer (as defined below) is required made to make Company and is not withdrawn; (ii) neither Company nor any of its representatives shall have violated any of the recommendations restrictions set forth in Section 5.1, Acquiror will use its best efforts to solicit from its stockholders proxies in favor of (i6.4(a) the amendment of Acquiror's Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue of the Merger hereof; and (iiiii) -------------- the issuance Board of shares Directors of Acquiror Common Stock by virtue Company concludes in good faith, after consultation with its legal counsel, that, in light of such Company Superior Offer, the Merger.withholding,

Meetings of Stockholders. (a) Promptly after the date hereof, Target (i) the Company will ------------------------ take all action necessary in accordance with Delaware Law the DGCL and its Certificate of Incorporation and Bylaws to convene the Target Company Stockholders' ’ Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 10 days after the filing of the definitive Proxy Statement, for the purpose of voting upon approval and adoption of this Agreement and approval of the Merger, and (ii) Parent will take all action necessary in accordance with the DGCL and its Certificate of Incorporation and Bylaws to convene the Parent Stockholders’ Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness filing of the Registration definitive Proxy Statement, for the purpose of voting upon (A) to approve and adopt this Agreement, (B) to approve the Merger, (C) to authorize the issuance of the shares of Parent Common Stock and Parent Warrants pursuant to the Merger, (D) to authorize the change of Parent’s name, and (E) to approve an increase in the authorization of Parent Common Stock to be reserved under Parent’s option and stock plans such that the number of shares reserved thereunder would in the aggregate represent 20% of Parent’s capital stock on a fully diluted basis (the “Stock Pool Increase”) (collectively, also “Parent Stockholder Approval”). Target will Parent and the Company shall consult with Acquiror each other and use its all reasonable best efforts to hold the Target Company Stockholders' ’ Meeting and the Parent Stockholder Meeting on the same day as day. Subject to Section 6.2(c), the Acquiror Stockholders' Meeting. Promptly after the date hereof, Acquiror will take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Acquiror Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of (i) amending its Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue of the Merger and (ii) voting upon the issuance of shares of Acquiror Common Stock by virtue of the Merger. Acquiror will consult with Target and Company will use its commercially reasonable best efforts to hold the Acquiror Stockholders' Meeting on the same day as the Target Stockholders' Meeting. For so long as the Board of Directors of Target is required to make the recommendation set forth in Section 5.1, Target will use its reasonable best efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by Delaware Law the DGCL to approve obtain such approvals. The Company may adjourn or postpone the MergerCompany Stockholders’ Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to the Company’s stockholders in advance of a vote on the issuance of Parent Common Stock and Parent Warrants pursuant to the Merger or, if as of the time for which the Company Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Capital Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders’ Meeting. For so long Parent may adjourn or postpone the Parent Stockholders’ Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to Parent’s stockholders in advance of a vote on the issuance of the shares of Parent Common Stock and Parent Warrants pursuant to the Merger and this Agreement or, if as of the time for which the Parent Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Parent Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholders’ Meeting. The Company shall ensure that the Company Stockholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders’ Meeting are solicited, in compliance with the DGCL, its Certificate of Incorporation and Bylaws and all other applicable legal requirements. Parent shall ensure that the Parent Stockholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Parent in connection with the Parent Stockholders’ Meeting are solicited, in compliance with the DGCL, its Certificate of Incorporation and Bylaws and all other applicable legal requirements. The Company’s obligation to call, give notice of, convene and hold the Company Stockholders’ Meeting in accordance with this Section 6.2(a) shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal or Superior Offer (each as defined below), or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Acquiror the Company with respect to this Agreement or the Merger, and the Company Stockholders’ Meeting shall be called, noticed, convened and held prior to the calling, noticing, convening or holding of any meeting of the Company’s stockholders to consider approval of any Acquisition Proposal or Superior Offer. (b) Subject to Section 6.2(c): (i) the Board of Directors of the Company shall recommend that the Company’s stockholders vote in favor of and adopt and approve this Agreement and approve the Merger at the Company Stockholders’ Meeting; (ii) the Proxy Statement shall include a statement to the effect that the Board of Directors of Company has recommended that the Company’s stockholders vote in favor of and adopt and approve this Agreement and the Merger at the Company Stockholders’ Meeting; and (iii) neither the Board of Directors of Company nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent, the recommendation of the Board of Directors of the Company that the Company’s stockholders vote in favor of and adopt and approve this Agreement and the Merger. (c) Nothing in this Agreement shall prevent the Board of Directors of the Company from withholding, withdrawing, amending or modifying its recommendation in favor of the Merger if (i) a Superior Offer (as defined below) is made to the Company and is not withdrawn, (ii) the Company shall have provided written notice to Parent (a “Notice of Superior Offer”) advising Parent that the Company has received a Superior Offer, specifying all of the material terms and conditions of such Superior Offer and identifying the person or entity making such Superior Offer, (iii) Parent shall not, within five (5) business days of Parent’s receipt of the Notice of Superior Offer, have made an offer that the Company’s Board of Directors by a majority vote determines in its reasonable judgment (based on the written advice of SVB Alliant or another financial advisor of national standing) to be at least as favorable to the Company’s stockholders as such Superior Offer (it being agreed that the Board of Directors of the Company shall promptly following the receipt of any such order convene a meeting at which it will consider such offer in good faith), (iv) the Board of Directors of the Company reasonably concludes, after consultation with its outside counsel, that, in light of such Superior Offer, the withholding, withdrawal, amendment or modification of such recommendation is required in order for the Board of Directors of the Company to make comply with its fiduciary obligations to the recommendations Company’s stockholders under applicable law and (v) the Company shall not have violated any of the restrictions set forth in Section 5.1, Acquiror will use its best efforts 6.4 or Section 6.2(a). The Company shall provide Parent with at least three business days prior notice (or such lesser prior notice as provided to solicit from its stockholders proxies in favor of (i) the amendment of Acquiror's Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue members of the Merger and (iiCompany’s Board of Directors but in no event less than twenty-four hours) the issuance of shares of Acquiror Common Stock by virtue any meeting of the MergerCompany’s Board of Directors at which the Company’s Board of Directors is reasonably expected to consider any Acquisition Proposal (as defined in Section 6.4) to determine whether such Acquisition Proposal is a Superior Offer. Nothing contained in this Section 6.2(c) shall limit the Company’s obligation to hold and convene the Company Stockholders’ Meeting (regardless of whether the recommendation of the Board of Directors of the Company shall have been withdrawn, amended or modified).

Meetings of Stockholders. Promptly (a) The Company shall, promptly after the date hereofof this Agreement, Target will ------------------------ take all action actions necessary in accordance with Delaware Law the GCL and its Certificate certificate of Incorporation incorporation and Bylaws bylaws to convene the Target Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness a special meeting of the Registration Statement, for Company's stockholders to consider approval and adoption of this Agreement and the purpose of voting upon this Agreement. Target will consult with Acquiror and use its reasonable best efforts to hold Merger (the Target Stockholders' Meeting on the same day as the Acquiror "Company Stockholders' Meeting. Promptly after the date hereof, Acquiror will take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Acquiror Stockholders' Meeting to be held as promptly as practicable"), and the Company shall consult with the Parent in any event (connection therewith. Subject to Section 6.03 herein and to the extent permissible under applicable law) within 45 days after the declaration fiduciary duties of effectiveness its Board of the Registration StatementDirectors, for the purpose of (i) amending its Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue of the Merger and (ii) voting upon the issuance of shares of Acquiror Common Stock by virtue of the Merger. Acquiror will consult with Target and will use its reasonable best efforts to hold the Acquiror Stockholders' Meeting on the same day as the Target Stockholders' Meeting. For so long as the Board of Directors of Target is required the Company shall recommend to make the recommendation set forth in Section 5.1, Target will use its reasonable best efforts to solicit from its stockholders proxies in favor of the adoption and Company the approval of this Agreement and the Company shall use all reasonable efforts to solicit from stockholders of the Company proxies in favor of the approval and adoption of this Agreement and the Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by Delaware Law the GCL and its certificate of incorporation and bylaws to approve and adopt this Agreement and the MergerMerger (the "Required Company Vote"). (b) The Parent shall, promptly after the date of this Agreement, take all actions necessary in accordance with the GCL and its certificate of incorporation and bylaws to convene a special meeting of the Parent's stockholders to consider approval of the Charter Amendment and the Share Issuance (the "Parent Stockholders' Meeting"), and the Parent shall consult with the Company in connection therewith. For so long as Subject to Section 6.04 and to the fiduciary duties of its Board of Directors, the Board of Directors of Acquiror is required the Parent shall recommend to make the recommendations set forth in Section 5.1, Acquiror will stockholders of the Parent the approval of the Charter Amendment and the Share Issuance and the Parent shall use its best all reasonable efforts to solicit from its stockholders of the Parent proxies in favor of (i) the amendment of Acquiror's Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue approval of the Merger Charter Amendment and (ii) the issuance of shares of Acquiror Common Stock by virtue Share Issuance and to secure the vote or consent of the Merger.stockholders of the Parent required by the GCL and the rules of the NYSE to approve the Charter Amendment and the Share Issuance (the "Required Parent Vote"). AGREEMENT AND PLAN OF MERGER -37-

Meetings of Stockholders. (a) Promptly after the date hereof, Target will ------------------------ take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Target Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of voting upon this Agreement. Target will consult with Acquiror and use its reasonable best efforts to hold the Target Stockholders' Meeting on the same day as the Acquiror Stockholders' Meeting. Promptly after the date hereof, Acquiror Company will take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Acquiror Company Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of (i) amending its Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue of the Merger and (ii) voting upon the issuance of shares of Acquiror Common Stock by virtue of the Mergerthis Agreement. Acquiror The Company will consult with Target Parent and will use its commercially reasonable best efforts to hold the Acquiror Company Stockholders' Meeting on the same day as the Target Parent Stockholders' Meeting. For so long Promptly after the date hereof, Parent will take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Parent Stockholders' Meeting to be held as promptly as practicable for the Board purpose of Directors voting upon the issuance of Target is required to make shares of Parent Common Stock by virtue of the recommendation set forth in Section 5.1, Target Merger. Parent will consult with the Company and will use its commercially reasonable best efforts to hold the Parent Stockholders' Meeting on the same day as the Company Stockholders' Meeting. Subject to Sections 5.2(c) and 5.2(d), Parent and the Company will each use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its their respective stockholders or stockholders required by the rules of Nasdaq or Delaware Law and all other applicable legal requirements to approve the Merger. For so long as obtain such approvals. (b) Subject to Sections 5.2(c) and 5.2(d): (i) the Board of Directors of Acquiror is required the Company shall recommend that the Company's stockholders vote in favor of and adopt this Agreement at the Company Stockholders' Meeting, and the Board of Directors of Parent shall recommend that Parent's stockholders vote in favor of the issuance of shares of Parent Common Stock in the Merger at the Parent Stockholders' Meeting; (ii) the Proxy Statement shall include a statement to make the effect that the Board of Directors of the Company has recommended that the Company's stockholders vote in favor of and adopt this Agreement at the Company Stockholders' Meeting, and a statement to the effect that the Board of Directors of Parent has recommended that Parent's stockholders vote in favor of the issuance of shares of Parent Common Stock in the Merger at the Parent Stockholders' Meeting; and (iii) neither the Board of Directors of the Company, the Board of Directors of Parent, nor any committee of either shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, the recommendations set forth in Section 5.1subsections 5.2(b)(i) or 5.2(b)(ii). (c) Nothing in this Agreement shall prevent the Board of Directors of the Company from withholding, Acquiror will use withdrawing, amending or modifying its best efforts to solicit from its stockholders proxies recommendation in favor of the Merger if (i) a Company Superior Offer (as defined below) is made to the Company and is not withdrawn, (ii) neither the Company nor any of its representatives shall have violated any of the restrictions set forth in Section 5.4(a), and (iii) the Board of Directors of the Company concludes in good faith, after consultation with its outside counsel, that, in light of such Company Superior Offer, the withholding, withdrawal, amendment or modification of Acquiror's Certificate of Incorporation to increase its authorized share capital to allow such recommendation is required in order for the Board of Directors of the Company to comply with its fiduciary obligations to the Company's stockholders under applicable law. Nothing contained in this Section 5.2 shall limit the Company's obligation to hold and convene the Company Stockholders' Meeting (regardless of whether the recommendation of the Board of Directors of the Company shall have been withdrawn, amended or modified). For purposes of this Agreement, "COMPANY SUPERIOR OFFER" shall mean an unsolicited, bona fide written offer made by a third party to consummate any of the following transactions: (i) a merger, consolidation, business combination, recapitalization or similar transaction involving the Company, pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 50% of the equity interest in the surviving or resulting entity of such transaction; (ii) a sale or other disposition by the Company of all or substantially all of its assets, or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of Acquiror Common Stock 50% of the voting power of the then outstanding shares of capital stock of the Company, in each case on terms that the Board of Directors of the Company determines, in its reasonable judgment (after consultation with its financial advisor) to be more favorable to the Company stockholders from a financial point of view than the terms of the Merger; provided, however, that any such offer shall not be deemed to be a "COMPANY SUPERIOR OFFER" if any financing required to consummate the transaction contemplated by virtue such offer is not committed and is not likely in the judgment of the Company's Board of Directors to be obtained by such third party on a timely basis. (d) Nothing in this Agreement shall prevent the Board of Directors of Parent from withholding, withdrawing, amending or modifying its recommendation in favor of the Merger if (i) a Parent Superior Offer (as defined below) is made to Parent and is not withdrawn, (ii) neither Parent nor any of its representatives shall have violated any of the restrictions set forth in Section 5.4(b), and (iii) the Board of Directors of Parent concludes in good faith, after consultation with its outside counsel, that, in light of such Parent Superior Offer, the withholding, withdrawal, amendment or modification of such recommendation is required in order for the Board of Directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable law. Nothing contained in this Section 5.2 shall limit Parent's obligation to hold and convene the Parent Stockholders' Meeting (regardless of whether the recommendation of the Board of Directors of Parent shall have been withdrawn, amended or modified). For purposes of this Agreement, "PARENT SUPERIOR OFFER" shall mean an unsolicited, bona fide written offer made by a third party to consummate any of the following transactions: (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Parent, pursuant to which the stockholders of Parent immediately preceding such transaction hold less than 50% of the equity interest in the surviving or resulting entity of such transaction; (ii) a sale or other disposition by Parent of assets (excluding inventory and used equipment sold in the ordinary course of business) representing in excess of 50% of the fair market value of Parent's business immediately prior to such sale, or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by Parent), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of Acquiror Common Stock by virtue 50% of the voting power of the then outstanding shares of capital stock of the Parent, in each case on terms that the Board of Directors of Parent determines, in its reasonable judgment (after consultation with its financial advisor) to be more favorable to the Parent stockholders from a financial point of view than the terms of the Merger; provided, however, that any such offer shall not be deemed to be a "Parent Superior Offer" if any financing required to consummate the transaction contemplated by such offer is not committed and is not likely in the judgment of Parent's Board of Directors to be obtained by such third party on a timely basis.

Meetings of Stockholders. Promptly after the date hereof, Target will ------------------------ The Company shall take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Target Company Stockholders' Meeting Meeting, to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days practicable after the declaration of effectiveness of Registration Statement is declared effective under the Registration StatementSecurities Act, for the purpose of voting upon this Agreement. Target will consult with Acquiror the adoption of the Merger Agreement and shall use its commercially reasonable best efforts to convene and hold the Target Company Stockholders' Meeting on the same day as and immediately subsequent to the Acquiror Parent Stockholders' Meeting. Promptly after In connection therewith, (i) the Board of Directors of the Company shall unanimously recommend that the Company's stockholders vote in favor of and adopt and approve this Agreement at the Company Stockholders' Meeting, and (ii) the Proxy Statement shall include a statement to the effect that the Board of Directors of the Company has unanimously recommended that the Company Stockholders vote in favor of and adopt and approve this Agreement at the Company Stockholders' Meeting; provided, however, that until the date hereofon which this Agreement is approved and adopted by the Company Stockholders, Acquiror will this Section 5.2 shall not prohibit the Board of Directors of the Company or the Company Special Committee from withdrawing, amending or modifying such recommendation or proposing to do any of the foregoing if such Company Special Committee concludes in good faith, after consultation with its legal and/or financial advisors, as such Company Special Committee in its sole discretion deems appropriate, that such action is advisable in connection with the Company Special Committee's fiduciary obligations to the Company Stockholders under applicable law. Parent shall take all action necessary in accordance with Delaware Law and Law, its Certificate of Incorporation and its Bylaws to convene the Acquiror Parent Stockholders' Meeting Meeting, to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days practicable after the declaration of effectiveness of Registration Statement is declared effective under the Registration StatementSecurities Act, for the purpose of (i) amending its Certificate voting upon the approval of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Parent Common Stock by virtue of in the Merger and (ii) voting upon the issuance of shares of Acquiror Common Stock by virtue of the Merger. Acquiror will consult with Target and will shall use its commercially reasonable best efforts to hold the Acquiror Parent Stockholders' Meeting on the same day as and immediately preceding the Target Company Stockholders' Meeting. For so long as the Board of Directors of Target is required to make the recommendation set forth in Section 5.1In connection therewith, Target will use its reasonable best efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by Delaware Law to approve the Merger. For so long as the Board of Directors of Acquiror is required to make the recommendations set forth in Section 5.1, Acquiror will use its best efforts to solicit from its stockholders proxies in favor of (i) the amendment Parent Special Committee shall unanimously recommend that Parent's stockholders vote in favor of Acquiror's Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Parent Common Stock by virtue of at the Merger Parent Stockholders' Meeting, and (ii) the issuance Proxy Statement shall include a statement to the effect that the Parent Special Committee has unanimously recommended that the Parent Stockholders vote in favor of shares of Acquiror Common Stock and adopt and approve this Agreement at the Parent Stockholders' Meeting; provided, however, that until the date on which this Agreement is approved and adopted by virtue the Parent Stockholders, this Section 5.2 shall not prohibit the Parent Special Committee from withdrawing, amending or modifying such recommendation or proposing to do any of the Mergerforegoing if such Parent Special Committee concludes in good faith, after consultation with its legal and/or financial advisors, as such Parent Special Committee in its sole discretion deems appropriate, that such action is advisable in connection with the Parent Special Committee's fiduciary obligations to the Parent Stockholders under applicable law.

Meetings of Stockholders. Promptly after the date hereof, Target (a) The Parent will ------------------------ take all action actions necessary in accordance with Delaware Law applicable law and its Certificate of Incorporation the NPD Charter and Bylaws the Parent By-laws to convene the Target Stockholders' Meeting to be held as promptly as practicablepracticable a meeting of its stockholders (the "NPD Stockholders Meeting") to consider and vote upon the approval of this Agreement and the Merger and the issuance of the Parent Common Stock in connection with the Merger in accordance with the DGCL and the rules of the American Stock Exchange ("AMEX"); except that no such meeting need be convened if the Board of Directors of the Parent, and in any event (accordance with such Board's fiduciary duties to the extent permissible under applicable lawParent's stockholders, will not recommend approval by the Parent's stockholders of this Agreement and the Merger. (b) within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of voting upon this Agreement. Target will consult with Acquiror and use its reasonable best efforts to hold the Target Stockholders' Meeting on the same day as the Acquiror Stockholders' Meeting. Promptly after the date hereof, Acquiror General Physics will take all action actions necessary in accordance with Delaware Law applicable law and its Certificate of Incorporation the GPC Charter and Bylaws GPC By-laws to convene the Acquiror Stockholders' Meeting to be held as promptly as practicable, practicable a meeting of its stockholders (the "GPC Stockholders Meeting") to consider and vote upon the approval of this Agreement and the Merger in any event (to accordance with the extent permissible under applicable law) within 45 days after DGCL and the declaration of effectiveness rules of the Registration StatementNew York Stock Exchange ("NYSE"); except that no such meeting need be convened if the Board of Directors of General Physics, for the purpose in accordance with its fiduciary duties to General Physics' stockholders, will not recommend approval by General Physics' stockholders of (i) amending its Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue of the Merger this Agreement and (ii) voting upon the issuance of shares of Acquiror Common Stock by virtue of the Merger. Acquiror The parties agree that the GPC Stockholders Meeting and the NPD Stockholders Meeting will consult with Target and will use its reasonable best efforts to hold the Acquiror Stockholders' Meeting on be scheduled for the same day day. (c) Each of the Parent and General Physics will, through its Board of Directors, subject to compliance with their respective fiduciary duties to stockholders as advised by counsel, recommend to its stockholders approval of such matters; provided, that (x) at any time prior to the NPD Stockholders Meeting, the Board of Directors of the Parent, or (y) at any time prior to the GPC Stockholders Meeting either the Special Committee or the Board of Directors of General Physics, as the Target Stockholders' Meetingcase may be, each in accordance with its fiduciary duties to stockholders as advised by counsel may revoke, modify or qualify its recommendation with respect to this Agreement and the Merger. For so As long as the Board of Directors of Target is required to make General Physics and the recommendation set forth in Section 5.1, Target will use its reasonable best efforts to solicit from its stockholders proxies in favor of the adoption and Special Committee recommend approval of this Agreement and the approval of Merger (and such recommendation has not been revoked, modified or qualified), at the Merger and will take all other action necessary or advisable to secure GPC Stockholders Meeting the Parent shall vote or consent cause to be voted in favor of approval and adoption of this Agreement all of its stockholders required shares of GPC Common Stock. Notwithstanding anything contained in this Agreement to the contrary, any action by Delaware Law to approve the Merger. For so long as the Board of Directors of Acquiror is required to make the recommendations set forth in Parent or of General Physics permitted by this Section 5.1, Acquiror will use its best efforts to solicit from its stockholders proxies in favor 5.2 shall not constitute a breach of (i) this Agreement by the amendment of Acquiror's Certificate of Incorporation to increase its authorized share capital to allow for Parent or General Physics as the issuance of shares of Acquiror Common Stock by virtue of the Merger and (ii) the issuance of shares of Acquiror Common Stock by virtue of the Mergercase may be.

Meetings of Stockholders. Promptly after the date hereof, Target the Company will ------------------------ take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Target Company Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 forty-five (45) days after the declaration of effectiveness of the Registration Statement, for the purpose of voting upon this Agreement. Target The Company will consult with Acquiror Parent and use its all commercially reasonable best efforts to hold the Target Company Stockholders' Meeting on the same day as the Acquiror Parent Stockholders' Meeting. Promptly after the date hereof, Acquiror Parent will take all action necessary in accordance with Delaware Nova Scotia Law and its Certificate Memorandum and Articles of Incorporation and Bylaws Association to convene the Acquiror Parent Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 forty-five (45) days after the declaration of effectiveness of the Registration Statement, for the purpose of (i) amending its Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue of the Merger and (ii) voting upon the issuance of shares of Acquiror Parent Common Stock by virtue of the Merger. Acquiror Parent will consult with Target the Company and will use its all commercially reasonable best efforts to hold the Acquiror Parent Stockholders' Meeting on the same day as the Target Company Stockholders' Meeting. For so long as the Board of Directors of Target the Company is required to make the recommendation set forth in Section 5.1, Target the Company will use its all commercially reasonable best efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by Delaware Law to approve the Merger. For so long as the Board of Directors of Acquiror Parent is required to make the recommendations set forth in Section 5.1, Acquiror Parent will use its best -47- 55 all commercially reasonable efforts to solicit from its stockholders proxies in favor of (i) the amendment of Acquiror's Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue of the Merger and (ii) the issuance of shares of Acquiror Parent Common Stock by virtue of the Merger.

Meetings of Stockholders. Promptly (a) The Company shall promptly after the date hereof, Target will ------------------------ of this Merger Agreement take all action necessary in accordance with Delaware Law and its Certificate certificate of Incorporation incorporation and Bylaws bylaws to duly call, give notice of, convene and hold the Target Company Stockholders' Meeting to be held as promptly as practicable(or, at the Company's election, submit written consents in lieu of the Company Stockholders' Meeting), and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of voting upon this Agreement. Target will Company shall consult with Acquiror and in connection therewith. Subject to Section 5.05(e) above, the Company shall use its reasonable best efforts to hold solicit from the Target Stockholders' Meeting on Company Stockholders proxies or consents to approve the same day as Merger and this Merger Agreement and shall take all other actions reasonably necessary or advisable to secure the vote or consent of the Company Stockholders required by Delaware Law to approve this Merger Agreement and the transactions contemplated hereby. (b) Acquiror Stockholders' Meeting. Promptly shall promptly after the date hereof, Acquiror will of this Merger Agreement take all action necessary in accordance with Delaware Law and its Certificate certificate of Incorporation incorporation and Bylaws bylaws to duly call, give notice of, convene the Acquiror Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of (i) amending its Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue of the Merger and (ii) voting upon the issuance of shares of Acquiror Common Stock by virtue of the Merger. Acquiror will consult with Target and will use its reasonable best efforts to hold the Acquiror Stockholders' Meeting on (or, at Acquiror's election, submit written consents in lieu of the same day as the Target Acquiror's Stockholders' Meeting), and Acquiror shall consult with the Company in connection therewith. For so long as the Board of Directors of Target is required to make the recommendation set forth in Section 5.1, Target will Acquiror shall use its reasonable best efforts to solicit from its stockholders proxies in favor or consents to approve the Acquiror Charter Amendment and the issuance of Acquiror Common Stock pursuant to the adoption and approval of this Merger Agreement and the approval of the Merger and will shall take all other action actions reasonably necessary or advisable to secure the vote or consent of its stockholders required by Delaware Law to approve the Merger. For so long as the Board of Directors of Acquiror is required to make the recommendations set forth in Section 5.1, Acquiror will use its best efforts to solicit from its stockholders proxies in favor of (i) the amendment of Acquiror's Certificate of Incorporation to increase its authorized share capital to allow for Charter Amendment and the issuance of shares of Acquiror Common Stock by virtue pursuant to the Merger Agreement. (c) Acquiror and the Company shall coordinate and cooperate with respect to the timing of the Acquiror Stockholders' Meeting and the Company Stockholders' Meeting and shall use their respective reasonable best efforts to hold the Acquiror Stockholders' Meeting and the Company Stockholders' Meeting on the same day as soon as practicable after the date on which the Registration Statement becomes effective. (d) If a party elects hereto to obtain stockholder approval by written consent, (i) each reference in this Merger Agreement to a vote of stockholders at a stockholders meeting of such party or the holding thereof shall mean and be a reference to obtaining the written consent of such party's stockholders and (ii) each reference to a solicitation of proxies by such party shall mean and be a reference to the issuance solicitation of shares of Acquiror Common Stock by virtue of the Mergerwritten consents.

Meetings of Stockholders. Promptly after the date hereof, Target will ------------------------ (a) Company shall take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Target Company Stockholders' Meeting Meeting, to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days practicable after the declaration of effectiveness of Registration Statement is declared effected under the Registration StatementSecurities Act, for the purpose of voting upon this Agreement. Target will consult with Acquiror the approval of the Company Stockholder Proposal and shall use its commercially reasonable best efforts to convene and hold the Target Company Stockholders' Meeting on the same day and at the same time as the Acquiror Parent Stockholders' Meeting. Promptly after the date hereof, Acquiror will Parent shall take all action necessary in accordance with Delaware Law and its Law, the Restated Certificate of Incorporation and its Bylaws to convene the Acquiror Parent Stockholders' Meeting Meeting, to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days practicable after the declaration of effectiveness of Registration Statement is declared effected under the Registration StatementSecurities Act, for the purpose of (i) amending its Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue of the Merger and (ii) voting upon the issuance of shares of Acquiror Common Stock by virtue approval of the Merger. Acquiror will consult with Target Parent Stockholder Proposal and will shall use its commercially reasonable best efforts to hold the Acquiror Parent Stockholders' Meeting on the same day and at the same time as the Target Company Stockholders' Meeting. For so long as the Board of Directors of Target is required Subject to make the recommendation set forth in Section 5.16.2(c) and Section 6.2(d) hereof, Target will Parent and Company shall each use its commercially reasonable best efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement the Company Stockholder Proposal, in the case of Company, and in favor of the approval of the Merger Parent Stockholder Proposal, in the case of Parent, and will shall take all other action necessary or advisable to secure the vote or consent Company Requisite Vote, in the case of its stockholders Company's stockholders, and the Parent Requisite Vote, in the case of Parent's stockholders, in each case as required by Delaware Law and all other applicable legal requirements (including, without limitation, the rules of Nasdaq, in the case of Company, and the rules of the New York Stock Exchange, in the case of Parent). (b) Subject to approve the Merger. For so long as Section 6.2(c) and Section 6.2(d) hereof: (i) the Board of Directors of Acquiror Company shall recommend that the stockholders of Company vote in favor of approval of the Company Stockholder Proposal at the Company Stockholders' Meeting, and the Board of Directors of Parent shall recommend that the stockholders of Parent vote in favor of the approval of the Parent Stockholder Proposal at the Parent Stockholders' Meeting; (ii) the Proxy Statement shall include a statement to the effect that the Board of Directors of Company has recommended that the stockholders of Company vote in favor of approval of the Company Stockholder Proposal at the Company Stockholders' Meeting, and a statement to the effect that the Board of Directors of Parent has recommended that the stockholders of Parent vote in favor of the approval of the Parent Stockholder Proposal at the Parent Stockholders' Meeting; and (iii) neither Board of Directors, nor any committee thereof, shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify, in a manner adverse to the other party hereto, its respective recommendation. (c) Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall prevent the Board of Directors of Company from withholding, withdrawing, amending or modifying its recommendation in favor of approval of the Company Stockholder Proposal by the stockholders of Company if (i) a Company Superior Offer (as defined below) is required made to make Company and is not withdrawn; (ii) neither Company nor any of its representatives shall have violated any of the recommendations restrictions set forth in Section 5.1, Acquiror will use its best efforts to solicit from its stockholders proxies in favor of 6.4(a) hereof; and (iiii) the amendment Board of Acquiror's Certificate Directors of Incorporation to increase Company concludes in good faith, after consultation with its authorized share capital to allow for legal counsel, that, in light of such Company Superior Offer, the issuance of shares of Acquiror Common Stock by virtue of the Merger and (ii) the issuance of shares of Acquiror Common Stock by virtue of the Merger.withholding,

Meetings of Stockholders. Promptly after the date hereof, Target will ------------------------ (a) Company shall take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Target Company Stockholders' Meeting Meeting, to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days practicable after the declaration of effectiveness of Registration Statement is declared effected under the Registration StatementSecurities Act, for the purpose of voting upon this Agreement. Target will consult with Acquiror the approval of the Company Stockholder Proposal and shall use its commercially reasonable best efforts to convene and hold the Target Company Stockholders' Meeting on the same day and at the same time as the Acquiror Parent Stockholders' Meeting. Promptly after the date hereof, Acquiror will Parent shall take all action necessary in accordance with Delaware Law and its Law, the Restated Certificate of Incorporation and its Bylaws to convene the Acquiror Parent Stockholders' Meeting Meeting, to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days practicable after the declaration of effectiveness of Registration Statement is declared effected under the Registration StatementSecurities Act, for the purpose of (i) amending its Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue of the Merger and (ii) voting upon the issuance of shares of Acquiror Common Stock by virtue approval of the Merger. Acquiror will consult with Target Parent Stockholder Proposal and will shall use its commercially reasonable best efforts to hold the Acquiror Parent Stockholders' Meeting on the same day and at the same time as the Target Company Stockholders' Meeting. For so long as the Board of Directors of Target is required Subject to make the recommendation set forth in Section 5.16.2(c) and Section 6.2(d) hereof, Target will Parent and Company shall each use its commercially reasonable best efforts to solicit from its stockholders proxies in favor of the approval of the Company Stockholder Proposal, in the case of Company, and in favor of the approval of the Parent Stockholder Proposal, in the case of Parent, and shall take all other action necessary or advisable to secure the Company Requisite Vote, in the case of Company's stockholders, and the Parent Requisite Vote, in the case of Parent's stockholders, in each case as required by Delaware Law and all other applicable legal requirements (including, without limitation, the rules of Nasdaq, in the case of Company, and the rules of the New York Stock Exchange, in the case of Parent). (b) Subject to Section 6.2(c) and Section 6.2(d) hereof: (i) the Board of Directors of Company shall recommend that the stockholders of Company vote in favor of approval of the Company Stockholder Proposal at the Company Stockholders' Meeting, and the Board of Directors of Parent shall recommend that the stockholders of Parent vote in favor of the approval of the Parent Stockholder Proposal at the Parent Stockholders' Meeting; (ii) the Proxy Statement shall include a statement to the effect that the Board of Directors of Company has recommended that the stockholders of Company vote in favor of approval of the Company Stockholder Proposal at the Company Stockholders' Meeting, and a statement to the effect that the Board of Directors of Parent has recommended that the stockholders of Parent vote in favor of the approval of the Parent Stockholder Proposal at the Parent Stockholders' Meeting; and (iii) neither Board of Directors, nor any committee thereof, shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify, in a manner adverse to the other party hereto, its respective recommendation. (c) Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall prevent the Board of Directors of Company from withholding, withdrawing, amending or modifying its recommendation in favor of approval of the Company Stockholder Proposal by the stockholders of Company if (i) a Company Superior Offer (as defined below) is made to Company and is not withdrawn; (ii) neither Company nor any of its representatives shall have violated any of the restrictions set forth in Section 6.4(a) hereof; and (iii) the Board of Directors of Company concludes in good faith, after consultation with its legal counsel, that, in light of such Company Superior Offer, the withholding, withdrawal, amendment or modification of such recommendation is necessary in order for the Board of Directors of Company to comply with its fiduciary obligations to the stockholders of Company under applicable Law. Nothing contained in this Section 6.2(c) shall limit Company's obligation to convene and hold the Company Stockholders' Meeting (regardless of whether the recommendation of the Board of Directors of Company shall have been withdrawn, amended or modified). For purposes of this Agreement, "Company Superior Offer" shall mean an unsolicited, bona fide written offer made by a third party to consummate any of the following transactions: (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Company, pursuant to which the stockholders of Company immediately preceding such transaction hold less than fifty percent (50%) of the equity interest in the surviving or resulting entity of such transaction; (ii) a sale or other disposition by Company of assets (excluding inventory and used equipment sold in the ordinary course of business) representing in excess of fifty percent (50%) of the fair market value of Company's assets immediately prior to such sale, or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of fifty percent (50%) of the voting power of the then outstanding shares of capital stock of Company, in each case on terms that the Board of Directors of Company determines, in its reasonable judgment (after consultation with its financial advisor) to be more favorable to the Company stockholders from a financial point of view than the terms of the Merger; provided, however, that no such offer shall be deemed to be a Company Superior Offer if any financing required to consummate the transaction contemplated by such offer is not committed and is not likely in the good faith judgment of the Board of Directors of Company to be obtained by such third party on a timely basis. (d) Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall prevent the Board of Directors of Parent from withholding, withdrawing, amending or modifying its recommendation in favor of the adoption and approval of this Agreement and the approval of the Merger by the stockholders of Parent if (i) a Parent Superior Offer (as defined below) is made to Parent and will take all other action necessary or advisable to secure the vote or consent is not withdrawn; (ii) neither Parent nor any of its stockholders required by Delaware Law to approve representatives shall have violated any of the Merger. For so long as restrictions set forth in Section 6.4(b) hereof; and (iii) the Board of Directors of Acquiror Parent concludes in good faith, after consultation with its legal counsel, that, in light of such Parent Superior Offer, the withholding, withdrawal, amendment or modification of such recommendation is required necessary in order for the Board of Directors of Parent to make comply with its fiduciary obligations to the recommendations set forth stockholders of Parent under applicable Law. Nothing contained in this Section 5.16.2(d) shall limit Parent's obligation to convene and hold the Parent Stockholders' Meeting (regardless of whether the recommendation of the Board of Directors of Parent shall have been withdrawn, Acquiror will use its best efforts amended or modified). For purposes of this Agreement, "Parent Superior Offer" shall mean an unsolicited, bona fide written offer made by a third party to solicit from its stockholders proxies in favor consummate any of the following transactions: (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Parent, pursuant to which the amendment holders of Acquiror's Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror HDD Common Stock by virtue immediately preceding such transaction hold less than fifty percent (50%) of the Merger and equity interest in the surviving or resulting entity of such transaction; (ii) a sale or other disposition by Parent of assets (excluding inventory and used equipment sold in the ordinary course of business) representing in excess of fifty percent (50%) of the fair market value of assets that would have been part of the HDD Business and transferred to Spinco if the Separation had taken place; or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by Parent), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of Acquiror fifty percent (50%) of the voting power of the then outstanding HDD Common Stock by virtue Stock, in each case on terms that the Board of Directors of Parent determines, in its reasonable judgment (after consultation with its financial advisor) to be more favorable to the Parent stockholders than the terms of the Merger; provided, however, that no such offer shall be deemed to be a Parent Superior Offer if any financing required to consummate the transaction contemplated by such offer is not committed and is not likely, in the good faith judgment of the Board of Directors of Parent, to be obtained by such third party on a timely basis.

Meetings of Stockholders. Promptly (a) The Company shall, promptly after the date hereofof this Agreement, Target will ------------------------ take all action actions necessary in accordance with Delaware Law the GCL and its Certificate certificate of Incorporation incorporation and Bylaws bylaws to convene the Target Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness a special meeting of the Registration Statement, for Company's stockholders to consider approval and adoption of this Agreement and the purpose of voting upon this Agreement. Target will consult with Acquiror and use its reasonable best efforts to hold Merger (the Target Stockholders' Meeting on the same day as the Acquiror "Company Stockholders' Meeting. Promptly after the date hereof, Acquiror will take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Acquiror Stockholders' Meeting to be held as promptly as practicable"), and the Company shall consult with the Parent in any event (connection therewith. Subject to Section 6.03 herein and to the extent permissible under applicable law) within 45 days after the declaration fiduciary duties of effectiveness its Board of the Registration StatementDirectors, for the purpose of (i) amending its Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue of the Merger and (ii) voting upon the issuance of shares of Acquiror Common Stock by virtue of the Merger. Acquiror will consult with Target and will use its reasonable best efforts to hold the Acquiror Stockholders' Meeting on the same day as the Target Stockholders' Meeting. For so long as the Board of Directors of Target is required the Company shall recommend to make the recommendation set forth in Section 5.1, Target will use its reasonable best efforts to solicit from its stockholders proxies in favor of the adoption and Company the approval of this Agreement and the Company shall use all reasonable efforts to solicit from stockholders of the Company proxies in favor of the approval and adoption of this Agreement and the Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by Delaware Law the GCL and its certificate of incorporation and bylaws to approve and adopt this Agreement and the MergerMerger (the "Required Company Vote"). (b) The Parent shall, promptly after the date of this Agreement, take all actions necessary in accordance with the GCL and its certificate of incorporation and bylaws to convene a special meeting of the Parent's stockholders to consider approval of the Charter Amendment and the Share Issuance (the "Parent Stockholders' Meeting"), and the Parent shall consult with the Company in connection therewith. For so long as Subject to Section 6.04 and to the fiduciary duties of its Board of Directors, the Board of Directors of Acquiror is required the Parent shall recommend to make the recommendations set forth in Section 5.1, Acquiror will stockholders of the Parent the approval of the Charter Amendment and the Share Issuance and the Parent shall use its best all reasonable efforts to solicit from its stockholders of the Parent proxies in favor of (i) the amendment of Acquiror's Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue approval of the Merger Charter Amendment and (ii) the issuance of shares of Acquiror Common Stock by virtue Share Issuance and to secure the vote or consent of the Mergerstockholders of the Parent required by the GCL and the rules of the NYSE to approve the Charter Amendment and the Share Issuance (the "Required Parent Vote").

Meetings of Stockholders. Promptly (a) The Company shall, promptly after the date hereofof this Agreement, Target will ------------------------ take all action actions necessary in accordance with Delaware Law the GCL and its Certificate certificate of Incorporation incorporation and Bylaws bylaws to convene the Target Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness a special meeting of the Registration Statement, for Company's stockholders to consider approval and adoption of this Agreement and the purpose of voting upon this Agreement. Target will consult with Acquiror and use its reasonable best efforts to hold Merger (the Target Stockholders' Meeting on the same day as the Acquiror "Company Stockholders' Meeting. Promptly after the date hereof, Acquiror will take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Acquiror Stockholders' Meeting to be held as promptly as practicable"), and the Company shall consult with the Parent in any event (connection therewith. Subject to Section 6.03 herein and to the extent permissible under applicable law) within 45 days after the declaration fiduciary duties of effectiveness its Board of the Registration StatementDirectors, for the purpose of (i) amending its Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue of the Merger and (ii) voting upon the issuance of shares of Acquiror Common Stock by virtue of the Merger. Acquiror will consult with Target and will use its reasonable best efforts to hold the Acquiror Stockholders' Meeting on the same day as the Target Stockholders' Meeting. For so long as the Board of Directors of Target is required the Company shall recommend to make the recommendation set forth in Section 5.1, Target will use its reasonable best efforts to solicit from its stockholders proxies in favor of the adoption and Company the approval of this Agreement and the Company shall use all reasonable efforts to solicit from stockholders of AGREEMENT AND PLAN OF MERGER -35- the Company proxies in favor of the approval and adoption of this Agreement and the Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by Delaware Law the GCL and its certificate of incorporation and bylaws to approve and adopt this Agreement and the MergerMerger (the "Required Company Vote"). (b) The Parent shall, promptly after the date of this Agreement, take all actions necessary in accordance with the GCL and its certificate of incorporation and bylaws to convene a special meeting of the Parent's stockholders to consider approval of the Charter Amendment and the Share Issuance (the "Parent Stockholders' Meeting"), and the Parent shall consult with the Company in connection therewith. For so long as Subject to Section 6.04 and to the fiduciary duties of its Board of Directors, the Board of Directors of Acquiror is required the Parent shall recommend to make the recommendations set forth in Section 5.1, Acquiror will stockholders of the Parent the approval of the Charter Amendment and the Share Issuance and the Parent shall use its best all reasonable efforts to solicit from its stockholders of the Parent proxies in favor of (i) the amendment of Acquiror's Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue approval of the Merger Charter Amendment and (ii) the issuance of shares of Acquiror Common Stock by virtue Share Issuance and to secure the vote or consent of the Mergerstockholders of the Parent required by the GCL and the rules of the NYSE to approve the Charter Amendment and the Share Issuance (the "Required Parent Vote").

Meetings of Stockholders. Promptly after the date hereof, Target will ------------------------ (a) Company shall take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Target Company Stockholders' Meeting Meeting, to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days practicable after the declaration of effectiveness of Registration Statement is declared effected under the Registration StatementSecurities Act, for the purpose of voting upon this Agreement. Target will consult with Acquiror the approval of the Company Stockholder Proposal and shall use its commercially reasonable best efforts to convene and hold the Target Company Stockholders' Meeting on the same day and at the same time as the Acquiror Parent Stockholders' Meeting. Promptly after the date hereof, Acquiror will Parent shall take all action necessary in accordance with Delaware Law and its Law, the Restated Certificate of Incorporation and its Bylaws to convene the Acquiror Parent Stockholders' Meeting Meeting, to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days practicable after the declaration of effectiveness of Registration Statement is declared effected under the Registration StatementSecurities Act, for the purpose of (i) amending its Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue of the Merger and (ii) voting upon the issuance of shares of Acquiror Common Stock by virtue approval of the Merger. Acquiror will consult with Target Parent Stockholder Proposal and will shall use its commercially reasonable best efforts to hold the Acquiror Parent Stockholders' Meeting on the same day and at the same time as the Target Company Stockholders' Meeting. For so long as the Board of Directors of Target is required Subject to make the recommendation set forth in Section 5.16.2(c) and Section -------------- ------- 6.2(d) hereof, Target will Parent and Company shall each use its commercially reasonable best ----- efforts to solicit from its stockholders proxies in favor of the approval of the Company Stockholder Proposal, in the case of Company, and in favor of the approval of the Parent Stockholder Proposal, in the case of Parent, and shall take all other action necessary or advisable to secure the Company Requisite Vote, in the case of Company's stockholders, and the Parent Requisite Vote, in the case of Parent's stockholders, in each case as required by Delaware Law and all other applicable legal requirements (including, without limitation, the rules of Nasdaq, in the case of Company, and the rules of the New York Stock Exchange, in the case of Parent). (b) Subject to Section 6.2(c) and Section 6.2(d) hereof: (i) the -------------- -------------- Board of Directors of Company shall recommend that the stockholders of Company vote in favor of approval of the Company Stockholder Proposal at the Company Stockholders' Meeting, and the Board of Directors of Parent shall recommend that the stockholders of Parent vote in favor of the approval of the Parent Stockholder Proposal at the Parent Stockholders' Meeting; (ii) the Proxy Statement shall include a statement to the effect that the Board of Directors of Company has recommended that the stockholders of Company vote in favor of approval of the Company Stockholder Proposal at the Company Stockholders' Meeting, and a statement to the effect that the Board of Directors of Parent has recommended that the stockholders of Parent vote in favor of the approval of the Parent Stockholder Proposal at the Parent Stockholders' Meeting; and (iii) neither Board of Directors, nor any committee thereof, shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify, in a manner adverse to the other party hereto, its respective recommendation. (c) Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall prevent the Board of Directors of Company from withholding, withdrawing, amending or modifying its recommendation in favor of approval of the Company Stockholder Proposal by the stockholders of Company if (i) a Company Superior Offer (as defined below) is made to Company and is not withdrawn; (ii) neither Company nor any of its representatives shall have violated any of the restrictions set forth in Section 6.4(a) hereof; and (iii) -------------- the Board of Directors of Company in good faith, after consultation with its legal counsel, that, in light of such Company Superior Offer, the withholding, withdrawal, amendment or modification of such recommendation is necessary in order for the Board of Directors of Company to comply with its fiduciary obligations to the stockholders of Company under applicable Law. Nothing contained in this Section 6.2(c) shall limit Company's obligation to convene and -------------- hold the Company Stockholders' Meeting (regardless of whether the recommendation of the Board of Directors of Company shall have been withdrawn, amended or modified). For purposes of this Agreement, "Company Superior Offer" shall mean an unsolicited, bona fide written offer made by a third party to consummate any of the following transactions: (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Company, pursuant to which the stockholders of Company immediately preceding such transaction hold less than fifty percent (50%) of the equity interest in the surviving or resulting entity of such transaction; (ii) a sale or other disposition by Company of assets (excluding inventory and used equipment sold in the ordinary course of business) representing in excess of fifty percent (50%) of the fair market value of Company's assets immediately prior to such sale, or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of fifty percent (50%) of the voting power of the then outstanding shares of capital stock of Company, in each case on terms that the Board of Directors of Company determines, in its reasonable judgment (after consultation with its financial advisor) to be more favorable to the Company stockholders from a financial point of view than the terms of the Merger; provided, however, that no such offer shall be deemed to be a Company Superior Offer if any financing required to consummate the transaction contemplated by such offer is not committed and is not likely in the good faith judgment of the Board of Directors of Company to be obtained by such third party on a timely basis. (d) Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall prevent the Board of Directors of Parent from withholding, withdrawing, amending or modifying its recommendation in favor of the adoption and approval of this Agreement and the approval of the Merger by the stockholders of Parent if (i) a Parent Superior Offer (as defined below) is made to Parent and will take all other action necessary or advisable to secure the vote or consent is not withdrawn; (ii) neither Parent nor any of its stockholders required by Delaware Law to approve representatives shall have violated any of the Merger. For so long as restrictions set forth in Section ------- 6.4(b) hereof; and (iii) the Board of Directors of Acquiror Parent concludes in good ------ faith, after consultation with its legal counsel, that, in light of such Parent Superior Offer, the withholding, withdrawal, amendment or modification of such recommendation is required necessary in order for the Board of Directors of Parent to make comply with its fiduciary obligations to the recommendations set forth stockholders of Parent under applicable Law. Nothing contained in this Section 5.16.2(d) shall limit Parent's -------------- obligation to convene and hold the Parent Stockholders' Meeting (regardless of whether the recommendation of the Board of Directors of Parent shall have been withdrawn, Acquiror will use its best efforts amended or modified). For purposes of this Agreement, "Parent Superior Offer" shall mean an unsolicited, bona fide written offer made by a third party to solicit from its stockholders proxies in favor consummate any of the following transactions: (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Parent, pursuant to which the amendment holders of Acquiror's Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror HDD Common Stock by virtue immediately preceding such transaction hold less than fifty percent (50%) of the Merger and equity interest in the surviving or resulting entity of such transaction; (ii) a sale or other disposition by Parent of assets (excluding inventory and used equipment sold in the ordinary course of business) representing in excess of fifty percent (50%) of the fair market value of assets that would have been part of the HDD Business and transferred to Spinco if the Separation had taken place; or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by Parent), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of Acquiror fifty percent (50%) of the voting power of the then outstanding HDD Common Stock by virtue Stock, in each case on terms that the Board of Directors of Parent determines, in its reasonable judgment (after consultation with its financial advisor) to be more favorable to the Parent stockholders than the terms of the Merger; provided, however, that no such offer shall be deemed to be a Parent Superior Offer if any financing required to consummate the transaction contemplated by such offer is not committed and is not likely, in the good faith judgment of the Board of Directors of Parent, to be obtained by such third party on a timely basis.