Common use of Parent Stockholder Meeting Clause in Contracts

Parent Stockholder Meeting. Parent shall as promptly as reasonably practicable after the Registration Statement is declared effective under the 1933 Act, use its reasonable best efforts (i) to cause the Proxy Statement and any other appropriate materials for the Parent Stockholder Meeting (the “Parent Stockholder Meeting Materials”) to be mailed to Parent’s stockholders for the purpose of obtaining the Parent Stockholder Approval, and (ii) convene and hold the Parent Stockholder Meeting as soon as reasonably practicable for the purposes of obtaining the Parent Stockholder Approval. Parent shall use its reasonable best efforts to solicit from its stockholders proxies in favor of the Share Issuance. In the event Parent determines that it is reasonably likely that the Parent Stockholder Approval may not be obtained at the Parent Stockholder Meeting, Parent may postpone the Parent Stockholder Meeting on one occasion for up to ten (10) Business Days in order to allow it to continue to solicit proxies. Except as set forth in the previous sentence, unless this Agreement is validly terminated in accordance with Section 8.01, Parent shall not postpone or cancel the Parent Stockholder Meeting without the prior written consent of the Company. Parent may, however, following reasonable consultation with the Company, postpone, cancel and reconvene the Parent Stockholder Meeting, if and to the extent reasonably necessary to ensure that any supplement or amendment to the relevant Parent Stockholder Meeting Materials that the Parent Board, after consultation with outside counsel, reasonably determines is necessary to comply with applicable Law or in relation to the Offer or the other Transactions (subject in each case to Section 6.07), is made available to the Parent’s stockholders in advance of the Parent Stockholder Meeting. In the event the Parent Stockholder Meeting is postponed, cancelled and reconvened pursuant to the foregoing sentence, Parent shall duly give notice of and reconvene the Parent Stockholder Meeting on a date scheduled by mutual agreement of the Company, on the one hand, and Parent and Buyer, on the other hand, acting reasonably, or, in the absence of such agreement, as soon as practicable following the date of such postponement or cancellation but, in any event, no later than the day that is seven (7) weeks following the date of such postponement or cancellation (and in any event to a date that shall be prior to the date on which the Expiration Time shall occur).

Parent Stockholder Meeting. Parent shall cause a meeting of its shareholders (the “Parent Stockholder Meeting”) to be duly called and held as promptly soon as reasonably practicable after the date of this Agreement (but in no event later than 40 days after the Registration Statement is declared effective under the 1933 Act, use its reasonable best efforts (i0000 Xxx) to cause the Proxy Statement and any other appropriate materials for the Parent Stockholder Meeting (the “Parent Stockholder Meeting Materials”) to be mailed to Parent’s stockholders for the purpose of obtaining voting on the approval and adoption of this Agreement and the Parent Merger and the approval of the issuance of shares of New Charter Common Stock as part of the Merger Consideration (the “New Charter Stock Issuance”) and, unless otherwise previously approved, the other transactions contemplated hereby and the Contribution Agreement and Investment Agreement, including the Equity Exchange, the Equity Purchase and the Stockholders Agreement (as defined in the Amended Contribution Agreement). In connection with the Parent Stockholder ApprovalMeeting, the Board of Directors of Parent shall (i) subject to Section 7.04, (1) recommend approval and adoption of this Agreement and the Parent Merger and the approval of the New Charter Stock Issuance and, unless otherwise previously approved, the other transactions contemplated hereby and the Contribution Agreement and Investment Agreement (including the Equity Exchange and the Equity Purchase) by Parent’s stockholders and (ii2) convene and hold the Parent Stockholder Meeting as soon as reasonably practicable for the purposes of obtaining the Parent Stockholder Approval. Parent shall use its reasonable best efforts to solicit from its stockholders proxies in favor of the Share Issuance. In the event Parent determines that it is reasonably likely that obtain the Parent Stockholder Approval may and (ii) otherwise comply with all legal requirements applicable to such meeting. Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement, the Parent Merger and the New Charter Stock Issuance and, unless previously approved, the Equity Exchange and the Equity Purchase, shall be submitted to the Parent’s stockholders at the Parent Stockholder Meeting whether or not be obtained at (x) Parent’s Board of Directors shall have effected a Parent Adverse Recommendation Change or (y) any Parent Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to Parent or any of its advisors. Parent shall not, without the prior written consent of the Company, adjourn or postpone the Parent Stockholder Meeting; provided that Parent may, without the prior written consent of the Company adjourn or postpone the Parent Stockholder Meeting (A) if, as of the time for which the Parent Stockholder Meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus), there are insufficient shares of Parent Class A Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholder Meeting, Parent may (B) after consultation with the Company, if the failure to adjourn or postpone the Parent Stockholder Meeting on one occasion would reasonably be expected to be a violation of Applicable Law for up the distribution of any required supplement or amendment to the Joint Proxy Statement/Prospectus, (C) after consultation with the Company, for a single period not to exceed ten (10) Business Days in order to allow it to continue Days, to solicit proxies. Except additional proxies if necessary to obtain the Parent Stockholder Approval or the Cheetah Stockholder Approval (as set forth defined in the previous sentenceAmended Contribution Agreement), unless this Agreement or (D) if Parent has delivered to the Company a bona fide notice contemplated by Section 7.04(b), for a maximum of ten Business Days. The Company may require Parent to adjourn, delay or postpone the Parent Stockholder Meeting once for a period not to exceed 30 calendar days (but prior to the date that is validly terminated in accordance with Section 8.01two Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Parent Stockholder Approval. Once Parent has established a record date for the Company Stockholder Meeting, Parent shall not postpone change such record date or cancel establish a different record date for the Parent Stockholder Meeting without the prior written consent of the Company. Parent mayCompany (not to be unreasonably withheld, howeverdelayed or conditioned), following reasonable consultation with the Company, postpone, cancel and reconvene the Parent Stockholder Meeting, if and unless required to the extent reasonably necessary to ensure that any supplement or amendment to the relevant Parent Stockholder Meeting Materials that the Parent Board, after consultation with outside counsel, reasonably determines is necessary to comply with applicable do so by Applicable Law or in relation to the Offer or the other Transactions (subject in each case to Section 6.07), is made available to the Parent’s stockholders in advance of the Parent Stockholder Meeting. In the event the Parent Stockholder Meeting is postponed, cancelled and reconvened pursuant to the foregoing sentence, Parent shall duly give notice of and reconvene the Parent Stockholder Meeting on a date scheduled by mutual agreement of the Company, on the one hand, and Parent and Buyer, on the other hand, acting reasonably, or, in the absence of such agreement, as soon as practicable following the date of such postponement or cancellation but, in any event, no later than the day that is seven (7) weeks following the date of such postponement or cancellation (and in any event to a date that shall be prior to the date on which the Expiration Time shall occur)organizational documents.

Parent Stockholder Meeting. Parent shall shall, as promptly soon as reasonably practicable after following the effective date of the Registration Statement is declared effective under the 1933 ActStatement, use establish a record date for, duly call, give notice of, convene and hold a special meeting of its reasonable best efforts (i) to cause the Proxy Statement and any other appropriate materials for the Parent Stockholder Meeting stockholders (the “Parent Stockholder Meeting MaterialsMeeting”) to be mailed to Parent’s stockholders for the purpose of obtaining the Parent Stockholder Stock Issuance Approval. Subject to Section 5.3(e) and Section 7.4(a), Parent shall, through the Parent Board, recommend to its stockholders approval of the Parent Stock Issuance (the “Parent Board Recommendation”) and shall not (i) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in a manner adverse to SXCP, such recommendation or (ii) convene fail to include such Parent Board Recommendation in the Proxy Statement (any such action being referred to herein as a “Parent Adverse Recommendation Change”). Subject to Section 5.3(e) and hold Section 7.4(a), Parent shall use reasonable best efforts to obtain from its stockholders the Parent Stock Issuance Approval. Without limiting the generality of the foregoing, unless this Agreement is terminated in accordance with Article VII, the obligations of the Parent set forth in the first sentence of this Section 5.3(d) shall not be affected by a Parent Adverse Recommendation Change. Notwithstanding anything in this Agreement to the contrary, Parent may postpone or adjourn the Parent Stockholder Meeting as soon as reasonably practicable (i) to solicit additional proxies for the purposes purpose of obtaining the Parent Stockholder Stock Issuance Approval. , (ii) in the absence of quorum, (iii) if Parent shall use its has delivered any notice contemplated by Section 5.3(e), and the time periods contemplated by Section 5.3(e), have not expired, or (iv) to allow reasonable best efforts additional time for the filing and/or mailing of any supplemental or amended disclosure that Parent has determined after consultation with outside legal counsel is necessary under applicable Laws and for such supplemental or amended disclosure to solicit from its be disseminated and reviewed by the stockholders proxies in favor of the Share Issuance. In the event Parent determines that it is reasonably likely that the Parent Stockholder Approval may not be obtained at prior to the Parent Stockholder Meeting; provided, however, that in each case Parent may shall not be permitted to postpone or adjourn the Parent Stockholder Meeting on one occasion for up to more than ten (10) Business Days in order later than the most recently adjourned meeting or to allow it a date after the date that is two (2) Business Days prior to continue to solicit proxiesthe Termination Date. Except as set forth in the previous sentence, unless this Agreement is validly terminated in accordance with Section 8.01, Parent No matter shall not postpone or cancel be submitted for action at the Parent Stockholder Meeting other than the approval of the Parent Stock Issuance and matters reasonably related to the Parent Stock Issuance without the prior written consent of the Company. Parent maySXCP Conflicts Committee (which shall not be unreasonably withheld, however, following reasonable consultation with the Company, postpone, cancel and reconvene the Parent Stockholder Meeting, if and to the extent reasonably necessary to ensure that any supplement delayed or amendment to the relevant Parent Stockholder Meeting Materials that the Parent Board, after consultation with outside counsel, reasonably determines is necessary to comply with applicable Law or in relation to the Offer or the other Transactions (subject in each case to Section 6.07), is made available to the Parent’s stockholders in advance of the Parent Stockholder Meeting. In the event the Parent Stockholder Meeting is postponed, cancelled and reconvened pursuant to the foregoing sentence, Parent shall duly give notice of and reconvene the Parent Stockholder Meeting on a date scheduled by mutual agreement of the Company, on the one hand, and Parent and Buyer, on the other hand, acting reasonably, or, in the absence of such agreement, as soon as practicable following the date of such postponement or cancellation but, in any event, no later than the day that is seven (7) weeks following the date of such postponement or cancellation (and in any event to a date that shall be prior to the date on which the Expiration Time shall occurconditioned).

Parent Stockholder Meeting. Parent shall take all action necessary in accordance with applicable Laws and the Parent Charter and Parent Bylaws to call, give notice of, convene and hold a meeting of the Parent Stockholders (the “Parent Stockholder Meeting”) to consider and vote on proposals to approve (i) the issuance of the shares of Parent Common Stock in connection with the Merger, (ii) the Spinoff, (iii) the New Equity Incentive Plan, and (iv) amendments to the Parent Charter to effect the Reverse Stock Split (if applicable) immediately prior to the Effective Time and to change the name of Parent to “Emmaus Life Sciences, Inc.” at the Effective Time (collectively, the “Parent Stockholder Proposals”). Parent shall mail the Joint Proxy Statement/Prospectus as promptly soon as reasonably practicable after the Registration Statement is declared effective under the 1933 Act, use its reasonable best efforts (i) to cause the Proxy Statement S-4 Effective Date and any other appropriate materials for the Parent Stockholder Meeting (the “Parent Stockholder Meeting Materials”) to be mailed to Parent’s stockholders for the purpose of obtaining the Parent Stockholder Approval, and (ii) convene and shall hold the Parent Stockholder Meeting as soon as reasonably practicable for no later than forty-five (45) days after mailing the purposes of obtaining Joint Proxy Statement/Prospectus, unless a later date is mutually agreed to by the Parent Stockholder ApprovalCompany and Parent. Parent shall use its reasonable best efforts take all actions as are reasonably necessary or appropriate to solicit from its stockholders the Parent Stockholders proxies in favor of the Share Issuance. In the event Parent determines that it is reasonably likely that the Parent Stockholder Approval may not be obtained at Proposals. If on the scheduled date of the Parent Stockholder Meeting, Parent may has not obtained the Parent Stockholder Approval, Parent shall have the right to adjourn or postpone the Parent Stockholder Meeting on one occasion to a later date or dates, such later date or dates not to exceed thirty (30) days from the original date that the Parent Stockholder Meeting was scheduled for up the approval of the Parent Stockholder Proposals. Subject to ten the provisions of Section 4.5(b), the Board of Directors of Parent recommends that the Parent Stockholders approve the Parent Stockholder Proposals (10the “Parent Recommendation”) Business Days in order to allow it to continue to solicit proxies. Except as set forth and Parent shall include the Parent Recommendation in the previous sentenceJoint Proxy Statement/Prospectus. Without limiting the generality of the foregoing, Parent agrees that unless this Agreement is validly has been terminated in accordance with Section 8.017.1, Parent its obligations under this Section 5.2(b) shall not postpone be affected by the commencement, public proposal, public disclosure or cancel the communication to Parent Stockholder Meeting without the prior written consent of the Company. any Parent may, however, following reasonable consultation with the Company, postpone, cancel and reconvene the Acquisition Proposal or by any Parent Stockholder Meeting, if and to the extent reasonably necessary to ensure that any supplement or amendment to the relevant Parent Stockholder Meeting Materials that the Parent Board, after consultation with outside counsel, reasonably determines is necessary to comply with applicable Law or in relation to the Offer or the other Transactions (subject in each case to Section 6.07), is made available to the Parent’s stockholders in advance Change of the Parent Stockholder Meeting. In the event the Parent Stockholder Meeting is postponed, cancelled and reconvened pursuant to the foregoing sentence, Parent shall duly give notice of and reconvene the Parent Stockholder Meeting on a date scheduled by mutual agreement of the Company, on the one hand, and Parent and Buyer, on the other hand, acting reasonably, or, in the absence of such agreement, as soon as practicable following the date of such postponement or cancellation but, in any event, no later than the day that is seven (7) weeks following the date of such postponement or cancellation (and in any event to a date that shall be prior to the date on which the Expiration Time shall occur)Recommendation.

Parent Stockholder Meeting. (a) Parent shall take all action necessary under applicable Law to call, give notice of and hold a meeting of the holders of Parent Common Stock to consider and vote to approve this Agreement and the Contemplated Transactions, including the issuance of the shares of Parent Common Stock to the stockholders of the Company pursuant to the terms of this Agreement and, if deemed necessary by the Parties, an amendment to Parent’s certificate of incorporation to effect the Parent Reverse Stock Split (collectively, the “Parent Stockholder Matters” and such meeting, the “Parent Stockholder Meeting”). The Parent Stockholder Meeting shall be held as promptly as reasonably practicable after the Registration Statement is declared effective under the 1933 Securities Act, use its and in any event no later than forty-five (45) days after the effective date of the Registration Statement. Parent shall take reasonable best efforts (i) measures to cause the Proxy Statement and any other appropriate materials for ensure that all proxies solicited in connection with the Parent Stockholder Meeting (are solicited in compliance with all applicable Law. Notwithstanding anything to the “Parent Stockholder Meeting Materials”) to be mailed to Parent’s stockholders for contrary contained herein, if on the purpose date of obtaining the Parent Stockholder ApprovalMeeting, and (ii) convene and hold or a date preceding the date on which the Parent Stockholder Meeting as soon as is scheduled, Parent reasonably practicable for believes that (i) it will not receive proxies sufficient to obtain the purposes of obtaining the Required Parent Stockholder Approval. Vote, whether or not a quorum would be present or (ii) it will not have sufficient shares of Parent shall use its reasonable best efforts Common Stock represented (whether in person or by proxy) to solicit from its stockholders proxies in favor constitute a quorum necessary to conduct the business of the Share Issuance. In the event Parent determines that it is reasonably likely that the Parent Stockholder Approval may not be obtained at the Parent Stockholder Meeting, Parent may postpone or adjourn, or make one or more successive postponements or adjournments of, the Parent Stockholder Meeting on one occasion for up to ten (10) Business Days in order to allow it to continue to solicit proxies. Except as set forth in long as the previous sentence, unless this Agreement is validly terminated in accordance with Section 8.01, Parent shall not postpone or cancel the Parent Stockholder Meeting without the prior written consent date of the Company. Parent may, however, following reasonable consultation with the Company, postpone, cancel and reconvene the Parent Stockholder Meeting, if and to the extent reasonably necessary to ensure that any supplement or amendment to the relevant Parent Stockholder Meeting Materials that the Parent Board, after consultation with outside counsel, reasonably determines is necessary to comply with applicable Law or in relation to the Offer or the other Transactions (subject in each case to Section 6.07), is made available to the Parent’s stockholders in advance of the Parent Stockholder Meeting. In the event the Parent Stockholder Meeting is postponed, cancelled and reconvened pursuant to the foregoing sentence, Parent shall duly give notice not postponed or adjourned more than an aggregate of and reconvene the Parent Stockholder Meeting on a date scheduled by mutual agreement of the Company, on the one hand, and Parent and Buyer, on the other hand, acting reasonably, or, thirty (30) calendar days in the absence of such agreement, as soon as practicable following the date of such postponement connection with any postponements or cancellation but, in any event, no later than the day that is seven (7) weeks following the date of such postponement or cancellation (and in any event to a date that shall be prior to the date on which the Expiration Time shall occur)adjournments.

Parent Stockholder Meeting. (a) Parent shall take all action necessary under applicable Law to call, give notice of and hold a meeting of the holders of Parent Common Stock to consider and vote on proposals to (i) approve this Agreement and thereby to approve the Contemplated Transactions and against any competing proposals being considered at the meeting pursuant to the terms of this Agreement (the “Parent Stockholder Merger Approval Matter”), (ii) amend the Parent’s certificate of incorporation to, if deemed appropriate by the Parties, (A) effect a Nasdaq Reverse Split and/or (B) increase the number of authorized shares of Parent Common Stock, (iii) increase the number of shares available for issuance under the existing Parent Stock Plan by an amount directed by the Company and/or approve a new Parent equity incentive plan, with the form of such Parent equity incentive plan and number of shares of Parent Common Stock available for issuance under such plan to be determined by the Company (subject in each case to the consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed), and (iv) approve a new Parent employee stock purchase plan, with the form of such Parent employee stock purchase plan and number of shares of Parent Common Stock available for issuance under such plan to be determined by the Company (subject to the consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed) (clauses (i), (ii), (iii) and (iv) collectively, the “Parent Stockholder Matters” and such meeting, the “Parent Stockholder Meeting”). The Parent Stockholder Meeting shall be held as promptly as reasonably practicable after the date that the Registration Statement is declared effective under the 1933 Securities Act, use its and in any event, no later than forty-five (45) days after the effective date of the Registration Statement. Parent shall take reasonable best efforts (i) measures to cause the Proxy Statement and any other appropriate materials for ensure that all proxies solicited in connection with the Parent Stockholder Meeting (are solicited in compliance with all applicable Laws. Notwithstanding anything to the “Parent Stockholder Meeting Materials”) to be mailed to Parent’s stockholders for contrary contained herein, if on the purpose date of obtaining the Parent Stockholder ApprovalMeeting, and (ii) convene and hold or a date preceding the date on which the Parent Stockholder Meeting as soon as is scheduled, Parent reasonably practicable for the purposes of obtaining believes that (i) it will not receive proxies sufficient to obtain the Parent Stockholder Approval. Vote, whether or not a quorum would be present or (ii) it will not have sufficient shares of Parent shall use its reasonable best efforts Common Stock represented (whether in person or by proxy) to solicit from its stockholders proxies in favor constitute a quorum necessary to conduct the business of the Share Issuance. In the event Parent determines that it is reasonably likely that the Parent Stockholder Approval may not be obtained at the Parent Stockholder Meeting, Parent may postpone the Parent Stockholder Meeting on or adjourn, or make one occasion for up to ten (10) Business Days in order to allow it to continue to solicit proxies. Except as set forth in the previous sentenceor more successive postponements or adjournments of, unless this Agreement is validly terminated in accordance with Section 8.01, Parent shall not postpone or cancel the Parent Stockholder Meeting without the prior written consent of the Company. Parent may, however, following reasonable consultation with the Company, postpone, cancel and reconvene the Parent Stockholder Meeting, if and to as long as the extent reasonably necessary to ensure that any supplement or amendment to the relevant Parent Stockholder Meeting Materials that the Parent Board, after consultation with outside counsel, reasonably determines is necessary to comply with applicable Law or in relation to the Offer or the other Transactions (subject in each case to Section 6.07), is made available to the Parent’s stockholders in advance date of the Parent Stockholder Meeting. In the event the Parent Stockholder Meeting is postponed, cancelled and reconvened pursuant to the foregoing sentence, Parent shall duly give notice not postponed or adjourned more than an aggregate of and reconvene the Parent Stockholder Meeting on a date scheduled by mutual agreement of the Company, on the one hand, and Parent and Buyer, on the other hand, acting reasonably, or, thirty (30) days in the absence of such agreement, as soon as practicable following the date of such postponement connection with any postponements or cancellation but, in any event, no later than the day that is seven (7) weeks following the date of such postponement or cancellation (and in any event to a date that shall be prior to the date on which the Expiration Time shall occur)adjournments.

Parent Stockholder Meeting. Parent shall take all actions in accordance with applicable Law and the applicable rules of The NASDAQ Capital Market and the Organizational Documents of Parent to duly call, give notice of, convene and hold as promptly as reasonably practicable after practicable, a meeting of Parent Stockholders (including any postponement or adjournment thereof, the Registration Statement is declared effective under “Parent Stockholder Meeting”) for the 1933 Actpurpose of considering and voting upon the approval of the Parent Voting Proposal. Parent shall solicit from Parent Stockholders’ proxies in favor of the Parent Voting Proposal and unless the Parent Board (or the Parent Special Committee) shall have effected a Parent Board Recommendation Change, use its reasonable best efforts (i) to cause the Proxy Statement and any other appropriate materials for the Parent Stockholder Meeting (the “Parent Stockholder Meeting Materials”) to be mailed to Parent’s stockholders for the purpose of obtaining the Parent Stockholder Approval, and (ii) convene and hold the Parent Stockholder Meeting as soon as reasonably practicable for the purposes of obtaining secure the Parent Stockholder Approval. Parent shall use its reasonable best efforts to solicit from its stockholders ensure that all proxies solicited in favor of the Share Issuance. In the event Parent determines that it is reasonably likely that connection with the Parent Stockholder Approval may not be obtained at Meeting are solicited in compliance with the Parent Stockholder MeetingDGCL, the rules of The NASDAQ Capital Market, the Organizational Documents of Parent, and all other applicable Law. Notwithstanding anything to the contrary set forth in this Agreement, Parent may adjourn or postpone the Parent Stockholder Meeting on one occasion for up to ten if (10a) Business Days in order to allow it to continue to solicit proxies. Except as set forth in the previous sentence, unless this Agreement is validly terminated in accordance with Section 8.01, Parent shall not postpone or cancel the Parent Stockholder Meeting without the prior written consent of the Company. Parent may, however, following reasonable consultation with the Company, postpone, cancel and reconvene the Parent Stockholder Meeting, if and to the extent reasonably necessary to ensure that any required supplement or amendment to the relevant Proxy Statement is provided to Parent Stockholder Meeting Materials that the Parent Board, after consultation with outside counsel, reasonably determines is necessary to comply with applicable Law or in relation to the Offer or the other Transactions (subject in each case to Section 6.07), is made available to the Parent’s stockholders Stockholders within a reasonable amount of time in advance of the Parent Stockholder Meeting. In , (b) as of the event time for which the Parent Stockholder Meeting is postponedoriginally scheduled (as set forth in the Proxy Statement), cancelled and reconvened pursuant to the foregoing sentence, there are insufficient shares of Parent shall duly give notice of and reconvene Common Stock represented (either in person or by proxy) at the Parent Stockholder Meeting on to constitute a date scheduled by mutual agreement quorum necessary to conduct the business of the CompanyParent Stockholder Meeting; or (c) the Parent Stockholder Meeting is required to be postponed or adjourned pursuant to applicable Law. Unless this Agreement is terminated in accordance with its terms, on the one hand, obligations of Parent under Section 4.08 and Parent this Section 4.09 shall continue in full force and Buyer, on the other hand, acting reasonably, or, in the absence of such agreement, as soon as practicable following the date of such postponement or cancellation but, in any event, no later than the day that is seven (7) weeks following the date of such postponement or cancellation (effect and in any event to a date that this Agreement shall be prior submitted to the date Parent Stockholders at the Parent Stockholder Meeting for the purpose of voting on which adopting the Expiration Time shall occur)Parent Voting Proposal.

Parent Stockholder Meeting. Parent shall as promptly as reasonably practicable after take all action necessary, in accordance with the Registration Statement is declared effective under the 1933 ActDGCL and its Certificate of Incorporation and Bylaws, use its reasonable best efforts (i) to cause the Proxy Statement and any other appropriate materials for the Parent Stockholder Meeting (the “Parent Stockholder Meeting Materials”) to be mailed to Parent’s stockholders for the purpose of obtaining the Parent Stockholder Approvalduly call, and (ii) give notice of, convene and hold the Parent Stockholder Special Meeting (which may be combined with its annual meeting if it does not delay materially the Parent Special Meeting) as promptly as practicable, to consider and vote upon, among other things, the adoption and approval of the transactions contemplated by this Agreement as provided in this Section 7.1, including the conversion of the Parent Series A Preferred Stock into Parent Common Stock. The stockholder vote required for the adoption and approval of the transactions contemplated by this Agreement shall be the vote required by the DGCL, Parent’s Certificate of Incorporation and Bylaws and NASDAQ rules and regulations or otherwise deemed desirable by Parent’s Board of Directors. Parent will, through its Board of Directors, recommend to its stockholders approval of such matters, subject to receipt of any updates to applicable fairness opinions. Parent shall coordinate and cooperate with GPSI with respect to the timing of the Parent Special Meeting and shall use its best efforts to hold the Parent Special Meeting as soon as reasonably practicable for after the purposes of obtaining the date hereof. The Parent Stockholder ApprovalProxy Statement. Parent shall use its reasonable best efforts to solicit from its stockholders proxies in favor of the Share Issuance. In the event Parent determines that it is reasonably likely that the Parent Stockholder Approval may not be obtained at the Parent Stockholder Meeting, Parent may postpone the Parent Stockholder Meeting on one occasion for up to ten (10) Business Days in order to allow it to continue to solicit proxies. Except as set forth in the previous sentence, unless this Agreement is validly terminated in accordance with Section 8.01, Parent shall not postpone or cancel the Parent Stockholder Meeting without the prior written consent of the Company. Parent may, however, following reasonable consultation with the Company, postpone, cancel and reconvene the Parent Stockholder Meeting, if and to the extent reasonably necessary to ensure that any supplement or amendment to the relevant Parent Stockholder Meeting Materials that the Parent Board, after consultation with outside counsel, reasonably determines is necessary to comply with applicable Law or in relation to the Offer or the other Transactions (subject in each case to Section 6.07), is made available to the Parent’s stockholders in advance of the Parent Stockholder Meeting. In the event the Parent Stockholder Meeting is postponed, cancelled and reconvened pursuant to the foregoing sentence, Parent shall duly give notice of and reconvene the Parent Stockholder Meeting on a date scheduled by mutual agreement of the Company, on the one hand, and Parent and Buyer, on the other hand, acting reasonably, or, in the absence of such agreementshall, as soon as practicable, prepare and file with the SEC a draft of the Parent Proxy Statement (in a form approved by Third Security, LLC, acting on behalf of the GPSI Stockholders, which approval may not be unreasonably withheld or delayed) for the Parent Special Meeting. Parent, GPSI and Third Security, LLC, acting on behalf of the GPSI Stockholders, shall cooperate to respond promptly to any comments made by the SEC with respect thereto. Parent shall file the Parent Proxy Statement with the SEC, and shall promptly advise Third Security, LLC, acting on behalf of the GPSI Stockholders, when Parent receives notice of any request by the SEC for an amendment to the Parent Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information, and after consultation with Third Security, LLC, acting on behalf of the GPSI Stockholders, Parent shall respond promptly to any comments made by the SEC with respect thereto; provided, however, that Parent will not file any amendment or supplement to the Parent Proxy Statement without first furnishing to Third Security, LLC, acting on behalf of the GPSI Stockholders, a copy thereof for its review and will not file any such proposed amendment or supplement to which Third Security, LLC, acting on behalf of the GPSI Stockholders, reasonably and promptly objects; and cause the Parent Proxy Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder and cause the Parent Proxy Statement to be mailed to its stockholders at the earliest practicable following time after the SEC completes its review of the Parent Proxy Statement, or if the SEC chooses not to review the Parent Proxy Statement, within 10 days after the date the SEC notifies Parent that it will not review the Parent Proxy Statement. If, at any time when the Parent Proxy Statement is required to be delivered under the Exchange Act, any event occurs as a result of such postponement which the Parent Proxy Statement as then amended or cancellation butsupplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements contained therein, in any eventlight of the circumstances under which they were made, no later than the day that is seven (7) weeks following the date of such postponement not misleading, or cancellation (and in any event to a date that if it shall be prior necessary to amend the date Registration Statement or supplement the Parent Proxy Statement to comply with the Exchange Act or the rules promulgated thereunder, Third Security, LLC, acting on which behalf of the Expiration Time shall occur)GPSI Stockholders, will cooperate to permit Parent promptly to prepare and file with the SEC an amendment or supplement (in a form mutually agreeable to Parent and Third Security, LLC, acting on behalf of the GPSI Stockholders) that will correct such statement or omission or effect such compliance.

Parent Stockholder Meeting. Subject to the terms and conditions of this Agreement, Parent shall shall, as promptly as reasonably practicable after the Registration Statement is declared effective under the 1933 Acteffective, use its reasonable best efforts (i) to cause the Proxy Statement and any other appropriate materials for take, in accordance with applicable Law, applicable stock exchange rules, the Parent Stockholder Meeting (the “Parent Stockholder Meeting Materials”) to be mailed to Parent’s stockholders for the purpose of obtaining Certificate and the Parent Stockholder ApprovalBylaws, all action necessary to establish a record date for, duly call, give notice of, convene and (ii) convene and hold the Parent Stockholder Stockholders Meeting as soon as reasonably practicable for to consider and vote solely upon the purposes of obtaining the Parent Stockholder Approval. Parent shall use its reasonable best efforts to solicit from its stockholders proxies in favor approval of the Share Issuance. In the event Parent determines that it is reasonably likely that the Parent Stockholder Approval may not Issuance and any other matters required under applicable Law to be obtained considered at the Parent Stockholder Stockholders Meeting, Parent may postpone and to adjourn the Parent Stockholder Meeting on one occasion for up to ten (10) Business Days in order to allow it to continue to solicit proxies. Except as set forth in the previous sentence, unless this Agreement is validly terminated in accordance with Section 8.01, Parent shall not postpone or cancel the Parent Stockholder Meeting without the prior written consent of the Company. Parent may, however, following reasonable consultation with the Company, postpone, cancel and reconvene the Parent Stockholder Stockholders Meeting, if and necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the other proposals. Subject to the extent reasonably necessary to ensure that any supplement or amendment to the relevant Registration Statement having been declared effective, such Parent Stockholder Stockholders Meeting Materials that the Parent Board, after consultation with outside counsel, reasonably determines is necessary to comply with applicable Law or in relation to the Offer or the other Transactions (subject in each case to Section 6.07), is made available to the Parent’s stockholders in advance of the Parent Stockholder Meeting. In the event the Parent Stockholder Meeting is postponed, cancelled and reconvened pursuant to the foregoing sentence, Parent shall duly give notice of and reconvene the Parent Stockholder Meeting on a date scheduled by mutual agreement of the Company, on the one hand, and Parent and Buyer, on the other hand, acting reasonably, or, in the absence of such agreement, as soon as practicable following the date of such postponement or cancellation but, in any event, event be no later than sixty (60) days after (i) the tenth (10th) day after the preliminary Joint Proxy Statement/Prospectus therefor has been filed with the SEC if by such date the SEC has not informed Parent that is seven it intends to review the Joint Proxy Statement/Prospectus or (7ii) weeks following if the date of such postponement or cancellation SEC has, by the tenth (and in any event 10th) day after the preliminary Joint Proxy Statement/Prospectus therefor has been filed with the SEC, informed Parent that it intends to a date that shall be prior to review the Joint Proxy Statement/Prospectus, the date on which the Expiration Time SEC confirms that it has no further comments on the Joint Proxy Statement/Prospectus. Parent may postpone or adjourn the Parent Stockholders Meeting solely (i) with the consent of the Company; (ii) (A) due to the absence of a quorum or (B) if Parent has not received proxies representing a sufficient number of shares to approve the Share Issuance, whether or not a quorum is present, to solicit additional proxies; or (iii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Parent Board has determined in good faith after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by Parent’s stockholders prior to the Parent Stockholders Meeting; provided, that Parent may not postpone or adjourn the Parent Stockholders Meeting more than a total of two (2) times pursuant to clause (ii)(A) or clause (ii)(B) of this Section 7.2(a)(ii). Notwithstanding the foregoing, Parent shall, at the request of the Company, to the extent permitted by Law, adjourn the Parent Stockholders Meeting to a date specified by the Company for the absence of a quorum or if Parent has not received proxies representing a sufficient number of shares for the approval of the Share Issuance; provided, that Parent shall occurnot be required to adjourn the Parent Stockholders Meeting more than two times pursuant to this sentence, and no such adjournment pursuant to this sentence shall be required to be for a period exceeding fifteen (15) Business Days. Subject to Section 7.2(b)(i), the Parent Recommendation shall be made and shall be included in the Joint Proxy Statement/Prospectus, and Parent shall take all reasonable lawful action to solicit and obtain the Required Parent Vote. Except as provided in Section 7.2(b)(i), the Parent Board shall not (w) take any action, make any statement or give any direction to cause directly or indirectly the failure to include the Parent Recommendation in the Joint Proxy Statement/Prospectus, (x) withhold, withdraw, amend, modify or qualify, or publicly propose to withhold, withdraw, amend, modify or qualify, in any manner adverse to the Company, the Parent Recommendation or the Parent Board Approval (y) approve, adopt or recommend, or publicly propose to approve, adopt or recommend, any Parent Acquisition Proposal or (z) make any public statement regarding any Parent Acquisition Proposal or tender or exchange offer that fails to include a reaffirmation of the Parent Recommendation (other than a “stop, look and listen” communication by the Parent Board pursuant to Rule 14d-9(f) of the Exchange Act in connection with a tender offer or exchange offer provided such statement includes a reaffirmation of the Parent Recommendation) (any action described in this sentence being referred to as a “Parent Change in Recommendation”).

Parent Stockholder Meeting. Parent shall as (a) As promptly as reasonably practicable possible after the Registration Statement is declared effective under by the 1933 ActSEC, use its reasonable best efforts (i) to cause the Proxy Statement and any other appropriate materials for Parent acting through the Parent Stockholder Meeting Board, shall take all actions necessary to approve the issuance of Parent Common Stock in the transactions contemplated by this Agreement in accordance with applicable Legal Requirements, applicable rules of the Nasdaq, Parent’s certificate of incorporation and Parent’s bylaws. As promptly as possible after the Registration Statement is declared effective by the SEC, Parent shall duly call, give notice of, convene and hold as promptly as practicable, and in any event within forty-five (45) days after the declaration of effectiveness of the Registration Statement, a meeting of its stockholders (the “Parent Stockholder Meeting MaterialsMeeting”) to be mailed to Parent’s stockholders for the purpose of obtaining considering and voting upon the approval of the Parent Stockholder ApprovalVoting Proposal. Subject to Section 6.2(b), and (ii) convene and hold the Parent Stockholder Meeting as soon as reasonably practicable for the purposes of obtaining the Parent Stockholder Approval. Parent shall use its reasonable best efforts to solicit from its stockholders proxies in favor of the Share IssuanceParent Voting Proposal, and to secure the Requisite Parent Stockholder Approval. In the event Parent determines shall use its reasonable best efforts to ensure that it is reasonably likely that all proxies solicited in connection with the Parent Stockholder Approval may Meeting are solicited in compliance with the DGCL, the rules of the Nasdaq, the Parent’s certificate of incorporation and the Parent’s bylaws and all other applicable Legal Requirements. The Proxy Statement/Prospectus shall include the Parent Board Recommendation. The board of directors of Parent shall not be obtained withhold, withdraw, amend or modify or publicly propose to withhold, withdraw or modify the Parent Board Recommendation. Notwithstanding anything else to the contrary set forth in this Agreement, Parent shall submit the Parent Voting Proposal to the Parent Stockholders for approval at the Parent Stockholder Meeting, Parent may postpone the Parent Stockholder Meeting on one occasion for up to ten (10) Business Days in order to allow it to continue to solicit proxies. Except as set forth in the previous sentence, unless this Agreement is validly terminated in accordance with Section 8.01, Parent shall not postpone or cancel the Parent Stockholder Meeting without the prior written consent of the Company. Parent may, however, following reasonable consultation with the Company, postpone, cancel and reconvene the Parent Stockholder Meeting, if and to the extent reasonably necessary to ensure that any supplement or amendment to the relevant Parent Stockholder Meeting Materials that the Parent Board, after consultation with outside counsel, reasonably determines is necessary to comply with applicable Law or in relation to the Offer or the other Transactions (subject in each case to Section 6.07), is made available to the Parent’s stockholders in advance of the Parent Stockholder Meeting. In the event the Parent Stockholder Meeting is postponed, cancelled and reconvened pursuant to the foregoing sentence, Parent shall duly give notice of and reconvene the Parent Stockholder Meeting on a date scheduled by mutual agreement of the Company, on the one hand, and Parent and Buyer, on the other hand, acting reasonably, or, in the absence of such agreement, as soon as practicable following the date of such postponement or cancellation but, in any event, no later than the day that is seven (7) weeks following the date of such postponement or cancellation (and in any event to a date that shall be prior to the date on which the Expiration Time shall occur).

Parent Stockholder Meeting. (a) Parent shall take all action necessary under applicable Law to, in consultation with the Company, establish a record date for, call, give notice of and hold a meeting of the holders of Parent Common Stock to consider and vote on Parent Proposals at the Parent Stockholder Meeting. Parent Stockholder Meeting shall be held as promptly as reasonably practicable practicable, in accordance with applicable Law and Parent’s Organizational Documents, after the Registration Statement is declared effective under the 1933 ActForm S-4 Effective Date, use its reasonable best efforts (i) to cause the Proxy Statement and any other appropriate materials for provided that Parent may postpone or adjourn the Parent Stockholder Meeting (on one or more occasions for up to 30 days in the “aggregate upon the good faith determination the Parent Stockholder Meeting Materials”) Board that such postponement or adjournment is necessary to be mailed solicit additional proxies to Parent’s stockholders for obtain approval of the purpose Parent Proposals. Notwithstanding anything to the contrary contained herein, if on the date of obtaining the Parent Stockholder ApprovalMeeting, and (ii) convene and hold or a date preceding the date on which the Parent Stockholder Meeting as soon as is scheduled, Parent reasonably practicable believes that (i) it will not receive proxies sufficient to obtain the applicable Parent Required Vote for each Parent Proposal, whether or not a quorum would be present or (ii) it will not have sufficient Parent Common Stock represented (whether in person or by proxy) to constitute a quorum necessary to conduct the purposes business of obtaining the Parent Stockholder Approval. Parent shall use its reasonable best efforts to solicit from its stockholders proxies in favor of the Share Issuance. In the event Parent determines that it is reasonably likely that the Parent Stockholder Approval may not be obtained at the Parent Stockholder Meeting, Parent may postpone or adjourn, or make one or more successive postponements or adjournments of, the Parent Stockholder Meeting on one occasion for up to ten (10) Business Days in order to allow it to continue to solicit proxies. Except as set forth in the previous sentence, unless this Agreement is validly terminated in accordance with Section 8.01, Parent shall not postpone or cancel the Parent Stockholder Meeting without the prior written consent of the Company. Parent may, however, following reasonable consultation compliance with the Company, postpone, cancel DGCL and reconvene the Parent Stockholder Meeting, if and to the extent reasonably necessary to ensure that any supplement or amendment to the relevant Parent Stockholder Meeting Materials that the Parent Board, after consultation with outside counsel, reasonably determines is necessary to comply with applicable Law or in relation to the Offer or the other Transactions (subject in each case to Section 6.07), is made available to the Parent’s stockholders in advance Certificate of Incorporation, as long as the Parent Stockholder Meeting. In the event date of the Parent Stockholder Meeting is postponed, cancelled and reconvened pursuant to the foregoing sentence, Parent shall duly give notice not postponed or adjourned more than an aggregate of and reconvene the Parent Stockholder Meeting on a date scheduled by mutual agreement of the Company, on the one hand, and Parent and Buyer, on the other hand, acting reasonably, or, 30 calendar days in the absence of such agreement, as soon as practicable following the date of such postponement connection with any postponements or cancellation but, in any event, no later than the day that is seven (7) weeks following the date of such postponement or cancellation (and in any event to a date that shall be prior to the date on which the Expiration Time shall occur)adjournments.

Parent Stockholder Meeting. Parent shall shall, in accordance with applicable Law and its Organizational Documents, duly call, give notice of, convene and hold, as promptly as reasonably practicable after the Registration Statement is declared effective under the 1933 Actpracticable, use a meeting of its reasonable best efforts (i) to cause the Proxy Statement and any other appropriate materials for the Parent Stockholder Meeting stockholders (the “Parent Stockholder Meeting MaterialsMeeting”) for the sole purpose of seeking the Parent Stockholder Approval. Except as provided in the next sentence, the Board of Directors of Parent shall recommend approval of the sale of the Purchased Assets to Buyer pursuant to this Agreement by Parent’s stockholders and shall include such recommendation in the Proxy Statement. The Board of Directors of Parent shall be mailed permitted to (a) not recommend to Parent’s stockholders for the purpose of obtaining that they give the Parent Stockholder Approval, (b) withdraw or modify in a manner adverse to Buyer its recommendation to Parent’s stockholders that they give the Parent Stockholder Approval or (c) recommend any Superior Proposal (each, a “Change in Recommendation”), but only if (i) the Board of Directors by a majority vote determines, in its good faith judgment and after consultation with outside legal counsel, that the failure of the Board of Directors to effect a Change in Recommendation is reasonably likely to result in a breach of the directors’ fiduciary obligations to Parent stockholders under applicable Law and (ii) convene in the case of Section 6.8(c) only, the Board of Directors of Parent has complied with its obligations under Section 6.8. In connection with the Parent Stockholder Meeting, Parent shall use its reasonable best efforts, subject to the immediately preceding sentence, to obtain the Parent Stockholder Approval and hold shall otherwise comply with all legal requirements applicable to the Parent Stockholder Meeting. The parties agree that (in accordance with Section 146 of the DGCL) this Agreement shall be submitted for approval and adoption by Parent’s stockholders at the Parent Stockholder Meeting regardless of whether or not there is a Change in Recommendation. Parent agrees that (x) except in order to obtain a quorum or as soon as reasonably practicable for the purposes of obtaining otherwise advisable under applicable Law, it shall not adjourn, postpone or cancel (or propose to adjourn, postpone or cancel) the Parent Stockholder Approval. Parent Meeting and (y) it shall use its reasonable best efforts to solicit from its obtain the requisite quorum and other approvals of Parent’s stockholders proxies in favor of the Share Issuance. In the event Parent determines that it is reasonably likely that necessary to obtain the Parent Stockholder Approval may not be obtained at the Parent Stockholder Meeting, Parent may postpone the Parent Stockholder Meeting on one occasion for up to ten (10) Business Days in order to allow it to continue to solicit proxies. Except as set forth in the previous sentence, unless this Agreement is validly terminated in accordance with Section 8.01, Parent shall not postpone or cancel the Parent Stockholder Meeting without the prior written consent of the Company. Parent may, however, following reasonable consultation with the Company, postpone, cancel and reconvene the Parent Stockholder Meeting, if and to the extent reasonably necessary to ensure that any supplement or amendment to the relevant Parent Stockholder Meeting Materials that the Parent Board, after consultation with outside counsel, reasonably determines is necessary to comply with applicable Law or in relation to the Offer or the other Transactions (subject in each case to Section 6.07), is made available to the Parent’s stockholders in advance of the Parent Stockholder Meeting. In the event the Parent Stockholder Meeting is postponed, cancelled and reconvened pursuant to the foregoing sentence, Parent shall duly give notice of and reconvene the Parent Stockholder Meeting on a date scheduled by mutual agreement of the Company, on the one hand, and Parent and Buyer, on the other hand, acting reasonably, or, in the absence of such agreement, as soon as practicable following the date of such postponement or cancellation but, in any event, no later than the day that is seven (7) weeks following the date of such postponement or cancellation (and in any event to a date that shall be prior to the date on which the Expiration Time shall occur)Approval.

Parent Stockholder Meeting. Parent shall as promptly as reasonably practicable after take all action necessary, in accordance with the Registration Statement is declared effective under the 1933 ActDGCL and its Certificate of Incorporation and Bylaws, use its reasonable best efforts (i) to cause the Proxy Statement and any other appropriate materials for the Parent Stockholder Meeting (the “Parent Stockholder Meeting Materials”) to be mailed to Parent’s stockholders for the purpose of obtaining the Parent Stockholder Approvalduly call, and (ii) give notice of, convene and hold the Parent Stockholder Special Meeting as promptly as practicable, to consider and vote upon the adoption and approval of this Agreement and the transactions contemplated hereby. The stockholder vote required for the adoption and approval of the transactions contemplated by this Agreement shall be the vote required by the DGCL and Parent’s Certificate of Incorporation and Bylaws. Parent will, through its Board of Directors, recommend to its stockholders approval of such matters. Parent shall coordinate and cooperate with Landmark with respect to the timing of the Parent Special Meeting and shall use its best efforts to hold the Parent Special Meeting as soon as reasonably practicable for after the purposes of obtaining the date hereof.Section 7.2. The Parent Stockholder ApprovalProxy Statement/Prospectus. (a) Parent shall use its reasonable best efforts to solicit from its stockholders proxies in favor of the Share Issuance. In the event Parent determines that it is reasonably likely that the Parent Stockholder Approval may not be obtained at the Parent Stockholder Meeting, Parent may postpone the Parent Stockholder Meeting on one occasion for up to ten (10) Business Days in order to allow it to continue to solicit proxies. Except as set forth in the previous sentence, unless this Agreement is validly terminated in accordance with Section 8.01, Parent shall not postpone or cancel the Parent Stockholder Meeting without the prior written consent of the Company. Parent may, however, following reasonable consultation with the Company, postpone, cancel and reconvene the Parent Stockholder Meeting, if and to the extent reasonably necessary to ensure that any supplement or amendment to the relevant Parent Stockholder Meeting Materials that the Parent Board, after consultation with outside counsel, reasonably determines is necessary to comply with applicable Law or in relation to the Offer or the other Transactions (subject in each case to Section 6.07), is made available to the Parent’s stockholders in advance of the Parent Stockholder Meeting. In the event the Parent Stockholder Meeting is postponed, cancelled and reconvened pursuant to the foregoing sentence, Parent shall duly give notice of and reconvene the Parent Stockholder Meeting on a date scheduled by mutual agreement of the Company, on the one hand, and Parent and Buyer, on the other hand, acting reasonably, or, in the absence of such agreementshall, as soon as practicable following the date execution of this Agreement, prepare and file with the SEC a draft of the Parent Proxy Statement/Prospectus (in a form approved by Landmark, which approval may be withheld in the sole discretion of Landmark) for the Parent Special Meeting. Parent and Landmark shall cooperate to respond promptly to any comments made by the SEC with respect thereto. (b) Parent shall file the Registration Statement with the SEC, and shall (i) after consultation with Landmark respond promptly to any comments made by the SEC with respect thereto; provided, however, that Parent will not file any amendment or supplement to the Parent Proxy Statement/Prospectus without first furnishing to Landmark a copy thereof for its review and will not file any such postponement proposed amendment or cancellation butsupplement to which Landmark reasonably and promptly objects; (ii) use its best efforts to cause the SEC to declare the Registration Statement effective under the Securities Act as soon as practicable, and Parent shall cause the Parent Proxy Statement/Prospectus to be mailed to its stockholders at the earliest practicable time after effectiveness of the Registration Statement to mail such Parent Proxy Statement/Prospectus; (iii) cause the registration or qualification of the Parent Common Stock to be issued upon conversion of the Landmark Shares in any eventaccordance with this Agreement and the Certificate of Merger and, no later than to the day that extent required, under the state securities or “Blue Sky” laws of each state of residence of a record holder of Landmark Shares as reflected in its respective stock transfer ledger (a current copy of which has been previously delivered to Parent, provided there is seven (7) weeks following not a material increase in the number of Landmark Shares between the date of such postponement or cancellation hereof and the Closing Date; (and in any event to a date that shall be iv) promptly advise Landmark (A) when the Registration Statement becomes effective, (B) when, prior to the date on Effective Time, any amendment to the Registration Statement shall be filed or become effective, or (C) of the issuance by the SEC of any stop order suspending the Registration Statement or the institution or threatening of any proceeding for that purpose and (D) of the receipt by Parent of any notification with respect to the suspension of the registration or qualification of Parent Common Stock for sale in any jurisdiction or the institution or threatening of any proceeding for that purpose; and (v) use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. (c) If, at any time when the Parent Proxy Statement/Prospectus is required to be delivered under the Securities Act or the Exchange Act, any event occurs as a result of which the Expiration Time Parent Proxy Statement/Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading, or if it shall occur)be necessary to amend the Registration Statement or supplement the Parent Proxy Statement/Prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder, Landmark and its stockholders through the Stockholders’ Representative will cooperate to permit Parent promptly to prepare and file with the SEC an amendment or supplement (in a form mutually agreeable to Parent and Landmark) that will correct such statement or omission or effect such compliance.Section 7.3.

Parent Stockholder Meeting. (a) Parent shall take all action necessary under applicable Law to call, give notice of and hold a meeting of the holders of Parent Common Stock to consider and vote to approve this Agreement and thereby approve the Contemplated Transactions and the Parent Charter Amendment (collectively, the “Parent Stockholder Matters” and such meeting, the “Parent Stockholder Meeting”). The Parent Stockholder Meeting shall be held as promptly as reasonably practicable after the date that the Registration Statement is declared effective under the 1933 Securities Act, use its reasonable best efforts (i) to cause the Proxy Statement and any other appropriate materials for the Parent Stockholder Meeting (the “Parent Stockholder Meeting Materials”) to be mailed to Parent’s stockholders for the purpose of obtaining the Parent Stockholder Approval, and (ii) convene and hold the Parent Stockholder Meeting as soon as reasonably practicable for the purposes of obtaining the Parent Stockholder Approval. Parent shall use its reasonable best efforts to solicit from its stockholders proxies in favor of the Share Issuance. In the event Parent determines that it is reasonably likely that the Parent Stockholder Approval may not be obtained at the Parent Stockholder Meeting, Parent may postpone the Parent Stockholder Meeting on one occasion for up to ten (10) Business Days in order to allow it to continue to solicit proxies. Except as set forth in the previous sentence, unless this Agreement is validly terminated in accordance with Section 8.01, Parent shall not postpone or cancel the Parent Stockholder Meeting without the prior written consent of the Company. Parent may, however, following reasonable consultation with the Company, postpone, cancel and reconvene the Parent Stockholder Meeting, if and to the extent reasonably necessary to ensure that any supplement or amendment to the relevant Parent Stockholder Meeting Materials that the Parent Board, after consultation with outside counsel, reasonably determines is necessary to comply with applicable Law or in relation to the Offer or the other Transactions (subject in each case to Section 6.07), is made available to the Parent’s stockholders in advance of the Parent Stockholder Meeting. In the event the Parent Stockholder Meeting is postponed, cancelled and reconvened pursuant to the foregoing sentence, Parent shall duly give notice of and reconvene the Parent Stockholder Meeting on a date scheduled by mutual agreement of the Company, on the one hand, and Parent and Buyer, on the other hand, acting reasonably, or, in the absence of such agreement, as soon as practicable following the date of such postponement or cancellation but, in any event, no later than 45 days after the day effective date of the Registration Statement. Parent shall take reasonable measures to ensure that is seven (7) weeks following all proxies solicited in connection with the Parent Stockholder Meeting are solicited in compliance with all applicable Law. Notwithstanding anything to the contrary contained herein, if on the date of such postponement the Parent Stockholder Meeting, or cancellation (and in any event to a date that shall be prior to preceding the date on which the Expiration Time shall occur)Parent Stockholder Meeting is scheduled, Parent reasonably believes that (i) it will not receive proxies sufficient to obtain the Required Parent Stockholder Vote, whether or not a quorum would be present, (ii) it will not have sufficient shares of Parent Common Stock represented (whether in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholder Meeting or (iii) that the failure to postpone or adjourn the Parent Stockholder Meeting would reasonably be expected to be inconsistent with its fiduciary obligations under applicable Law, Parent may postpone or adjourn, or make one or more successive postponements or adjournments of, the Parent Stockholder Meeting as long as the date of the Parent Stockholder Meeting is not postponed or adjourned more than an aggregate of 30 days in connection with any postponements or adjournments.

Parent Stockholder Meeting. Subject to the terms and conditions of this Agreement, Parent shall shall, as promptly as reasonably practicable after the Registration Statement is declared effective under the 1933 Acteffective, use its reasonable best efforts (i) to cause the Proxy Statement and any other appropriate materials for take, in accordance with applicable Law, applicable stock exchange rules, the Parent Stockholder Meeting (the “Parent Stockholder Meeting Materials”) to be mailed to Parent’s stockholders for the purpose of obtaining Certificate and the Parent Stockholder ApprovalBylaws, all action necessary to establish a record date for, duly call, give notice of, convene and (ii) convene and hold the Parent Stockholder Stockholders Meeting as soon as reasonably practicable for to consider and vote solely upon the purposes of obtaining the Parent Stockholder Approval. Parent shall use its reasonable best efforts to solicit from its stockholders proxies in favor approval of the Share Issuance. In the event Parent determines that it is reasonably likely that the Parent Stockholder Approval may not Issuance and any other matters required under applicable Law to be obtained considered at the Parent Stockholder Stockholders Meeting, Parent may postpone and to adjourn the Parent Stockholder Meeting on one occasion for up to ten (10) Business Days in order to allow it to continue to solicit proxies. Except as set forth in the previous sentence, unless this Agreement is validly terminated in accordance with Section 8.01, Parent shall not postpone or cancel the Parent Stockholder Meeting without the prior written consent of the Company. Parent may, however, following reasonable consultation with the Company, postpone, cancel and reconvene the Parent Stockholder Stockholders Meeting, if and necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the other proposals. Subject to the extent reasonably necessary to ensure that any supplement or amendment to the relevant Registration Statement having been declared effective, such Parent Stockholder Stockholders Meeting Materials that the Parent Board, after consultation with outside counsel, reasonably determines is necessary to comply with applicable Law or in relation to the Offer or the other Transactions (subject in each case to Section 6.07), is made available to the Parent’s stockholders in advance of the Parent Stockholder Meeting. In the event the Parent Stockholder Meeting is postponed, cancelled and reconvened pursuant to the foregoing sentence, Parent shall duly give notice of and reconvene the Parent Stockholder Meeting on a date scheduled by mutual agreement of the Company, on the one hand, and Parent and Buyer, on the other hand, acting reasonably, or, in the absence of such agreement, as soon as practicable following the date of such postponement or cancellation but, in any event, event be no later than sixty (60) days after (i) the tenth (10th) day after the preliminary Joint Proxy Statement/Prospectus therefor has been filed with the SEC if by such date the SEC has not informed Parent that is seven it intends to review the Joint Proxy Statement/Prospectus or (7ii) weeks following if the date of such postponement or cancellation SEC has, by the tenth (and in any event 10th) day after the preliminary Joint Proxy Statement/Prospectus therefor has been filed with the SEC, informed Parent that it intends to a date that shall be prior to review the Joint Proxy Statement/Prospectus, the date on which the Expiration Time shall occurSEC confirms that it has no further comments on the Joint Proxy Statement/Prospectus. Parent may postpone or adjourn the Parent Stockholders Meeting solely (i) with the consent of the Company; (ii).

Parent Stockholder Meeting. (a) Parent shall take all action necessary under applicable Law to call, give notice of and hold a meeting of the holders of Parent Common Stock to consider and vote to approve this Agreement and thereby approve the Contemplated Transactions and the Parent Charter Amendment and, if deemed necessary by Parent the approval of the Parent Legacy Transaction (collectively, the “Parent Stockholder Matters” and such meeting, the “Parent Stockholder Meeting”). The Parent Stockholder Meeting shall be held as promptly as reasonably practicable after the date that the Registration Statement is declared effective under the 1933 Securities Act, use its reasonable best efforts (i) to cause the Proxy Statement and any other appropriate materials for the Parent Stockholder Meeting (the “Parent Stockholder Meeting Materials”) to be mailed to Parent’s stockholders for the purpose of obtaining the Parent Stockholder Approval, and (ii) convene and hold the Parent Stockholder Meeting as soon as reasonably practicable for the purposes of obtaining the Parent Stockholder Approval. Parent shall use its reasonable best efforts to solicit from its stockholders proxies in favor of the Share Issuance. In the event Parent determines that it is reasonably likely that the Parent Stockholder Approval may not be obtained at the Parent Stockholder Meeting, Parent may postpone the Parent Stockholder Meeting on one occasion for up to ten (10) Business Days in order to allow it to continue to solicit proxies. Except as set forth in the previous sentence, unless this Agreement is validly terminated in accordance with Section 8.01, Parent shall not postpone or cancel the Parent Stockholder Meeting without the prior written consent of the Company. Parent may, however, following reasonable consultation with the Company, postpone, cancel and reconvene the Parent Stockholder Meeting, if and to the extent reasonably necessary to ensure that any supplement or amendment to the relevant Parent Stockholder Meeting Materials that the Parent Board, after consultation with outside counsel, reasonably determines is necessary to comply with applicable Law or in relation to the Offer or the other Transactions (subject in each case to Section 6.07), is made available to the Parent’s stockholders in advance of the Parent Stockholder Meeting. In the event the Parent Stockholder Meeting is postponed, cancelled and reconvened pursuant to the foregoing sentence, Parent shall duly give notice of and reconvene the Parent Stockholder Meeting on a date scheduled by mutual agreement of the Company, on the one hand, and Parent and Buyer, on the other hand, acting reasonably, or, in the absence of such agreement, as soon as practicable following the date of such postponement or cancellation but, in any event, no later than 45 days after the day effective date of the Registration Statement. Parent shall take reasonable measures to ensure that is seven (7) weeks following all proxies solicited in connection with the Parent Stockholder Meeting are solicited in compliance with all applicable Law. Notwithstanding anything to the contrary contained herein, if on the date of such postponement the Parent Stockholder Meeting, or cancellation (and in any event to a date that shall be prior to preceding the date on which the Expiration Time shall occur)Parent Stockholder Meeting is scheduled, Parent reasonably believes that (i) it will not receive proxies sufficient to obtain the Required Parent Stockholder Vote, whether or not a quorum would be present, (ii) it will not have sufficient shares of Parent Common Stock represented (whether in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholder Meeting or (iii) that the failure to postpone or adjourn the Parent Stockholder Meeting would reasonably be expected to be inconsistent with its fiduciary obligations under applicable Law, Parent may postpone or adjourn, or make one or more successive postponements or adjournments of, the Parent Stockholder Meeting as long as the date of the Parent Stockholder Meeting is not postponed or adjourned more than an aggregate of 30 days in connection with any postponements or adjournments.

Parent Stockholder Meeting. Form S-4. Even if the Board of Directors of the Company shall take any action permitted by the third sentence of Section 5.2, Parent shall cause a meeting of its stockholders (the "Parent Stockholder Meeting") to be duly called and held for the purpose of approving the matters constituting the Parent Stockholder Approvals; provided that the Parent Stockholder Meeting shall conclude prior to the Company Stockholder Meeting and may be held on the same date as the Company Stockholder Meeting. Except as provided in the next sentence, the Board of Directors of Parent shall recommend approval of the matters constituting the Parent Stockholder Approvals. The Board of Directors of Parent shall be permitted (i) not to recommend to Parent's stockholders that they give the Parent Stockholder Approvals or (ii) to withdraw or modify in a manner adverse to the Company its recommendation to the Parent's stockholders that they give the Parent Stockholder Approval, only if (v) Parent has received a Superior Proposal, (w) the Board of Directors of Parent determines, after receiving the advice of outside legal counsel, in its good faith judgment that, in light of the Superior Proposal, failure to so withdraw or modify its recommendation would be reasonably likely to be inconsistent with fulfilling its fiduciary duty to stockholders under applicable law, (x) five business days have elapsed following delivery by Parent to the Company of written notice advising the Company that the Board of Directors of Parent has resolved to so withdraw or modify its recommendation, specifying the material terms and conditions of the Superior Proposal and identifying the Person making the Superior Proposal, (y) Parent has given the Company the opportunity to propose revisions to the terms of this Agreement in response to the Superior Proposal and negotiated in good faith with the Company with respect to the proposed revisions, if any, and (z) Parent has complied with its obligations set forth in Section 7.10; provided, however, that in the case of (i) and (ii) above, Parent shall nevertheless submit the matters constituting the Parent Stockholder Approvals to Parent's stockholders for approval at the Parent Stockholder Meeting unless this Agreement shall have been terminated in accordance with its terms prior to the date of the Parent Stockholder Meeting. In connection with the Parent Stockholder Meeting, Parent (i) will promptly as reasonably practicable after prepare and file with the Registration Statement is declared effective under the 1933 ActCommission, will use its reasonable best efforts to have cleared by the Commission, (iii) will mail to cause its stockholders the Parent Proxy Statement and any all other appropriate proxy materials for the Parent Stockholder Meeting (the “Parent Stockholder Meeting Materials”) such meeting a sufficient time prior to be mailed to Parent’s stockholders for the purpose of obtaining the Parent Stockholder Approval, and (ii) convene and hold the Parent Stockholder Meeting as soon as reasonably practicable for is necessary to comply with applicable laws including the purposes rules and regulations of obtaining the Commission, (iii) will use its reasonable best efforts, subject to the immediately preceding sentence, to obtain the Parent Stockholder ApprovalApprovals, and (iv) will otherwise comply with all legal requirements applicable to the Parent Stockholder Meeting. Subject to the terms and conditions of this Agreement, Parent shall prepare and file with the Commission under the Securities Act the Form S-4, and shall use its reasonable best efforts to solicit from its stockholders proxies in favor of cause the Share Issuance. In Form S-4 to be declared effective by the event Parent determines that it is reasonably likely that the Parent Stockholder Approval may not be obtained at the Parent Stockholder Meeting, Parent may postpone Commission a sufficient time prior to the Parent Stockholder Meeting on one occasion for up to ten (10) Business Days in order to allow it the Company and Parent to continue mail the Company Proxy Statement or Parent Proxy Statement, as applicable, to solicit proxies. Except their respective stockholders, as set forth in required by applicable laws, including the previous sentence, unless this Agreement is validly terminated in accordance with Section 8.01, Parent shall not postpone or cancel the Parent Stockholder Meeting without the prior written consent rules and regulations of the Company. Parent mayCommission, however, following reasonable consultation with the Company, postpone, cancel and reconvene the Parent Stockholder Meeting, if and to the extent reasonably necessary to ensure that any supplement or amendment to the relevant Parent Stockholder Meeting Materials that the Parent Board, after consultation with outside counsel, reasonably determines is necessary to comply with applicable Law or in relation to the Offer or the other Transactions (subject in each case to Section 6.07), is made available to the Parent’s stockholders in advance of the Parent Stockholder Meeting. In the event the Parent Stockholder Meeting is postponed, cancelled and reconvened pursuant to the foregoing sentence, Parent shall duly give notice of and reconvene the Parent Stockholder Meeting on a date scheduled by mutual agreement of the Company, on the one hand, and Parent and Buyer, on the other hand, acting reasonably, or, in the absence of such agreement, as soon as practicable following the date of such postponement or cancellation but, in any event, no later than the day that is seven (7) weeks following the date of such postponement or cancellation (and in any event to a date that shall be prior to the date on which meeting of their respective stockholders. Parent shall take any action required to be taken under foreign or state securities or Blue Sky laws in connection with the Expiration Time shall occur)issuance of Parent Common Stock in connection with the Merger.

Parent Stockholder Meeting. Parent shall shall, as promptly as reasonably practicable after practicable, establish a record date (which date shall be mutually agreed with the Registration Statement is declared effective under the 1933 ActCompany) for, use its reasonable best efforts (i) to cause the Proxy Statement and any other appropriate materials for the Parent Stockholder Meeting (the “Parent Stockholder Meeting Materials”) to be mailed to Parent’s stockholders for the purpose of obtaining the Parent Stockholder Approvalduly call, and (ii) give notice of, convene and hold the Parent Stockholder Meeting as soon as reasonably practicable Meeting, for the purposes purpose of obtaining voting on the Transaction Proposals, which meeting shall be held not more than forty-five (45) days after the date on which Parent Stockholder Approvalmails the Registration Statement / Proxy Statement to its shareholders. Parent shall use its reasonable best efforts to solicit from obtain the approval of the Transaction Proposals, including by soliciting proxies as promptly as practicable in accordance with applicable Law and its stockholders proxies Governing Documents for the purpose of approving the Transaction Proposals. Parent shall, through its board of directors, recommend to its shareholders that they vote in favor of the Share IssuanceTransaction Proposals (the “Parent Board Recommendation”) and Parent shall include the Parent Board Recommendation in the Registration Statement / Proxy Statement. In The Parent Board shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the event Parent determines that it is reasonably likely Board Recommendation (a “Change in Recommendation”); provided, that the Parent Stockholder Approval Board may not make a Change in Recommendation if it determines in good faith that a failure to make a Change in Recommendation would reasonably be obtained at the expected to be inconsistent with its fiduciary obligations under applicable Law. Parent Stockholder Meetingagrees that its obligation to establish a record date for, Parent may postpone duly call, give notice of, convene and hold the Parent Stockholder Meeting for the purpose of voting on one occasion for up to ten (10) Business Days in order to allow it to continue to solicit proxies. Except as set forth in the previous sentence, unless this Agreement is validly terminated in accordance with Section 8.01, Parent Transaction Proposals shall not postpone or cancel be affected by any Change in Recommendation, and Parent agrees to establish a record date for, duly call, give notice of, convene and hold the Parent Stockholder Meeting without and submit for the prior written consent approval of its shareholders the Companymatters contemplated by the Registration Statement / Proxy Statement, regardless of whether or not there shall be any Change in Recommendation. Notwithstanding anything to the contrary contained in this Agreement, Parent may, however, following reasonable consultation with the Company, postpone, cancel and reconvene shall be entitled to postpone or adjourn the Parent Stockholder Meeting, if and to the extent reasonably necessary Meeting (a) to ensure that any supplement or amendment to the relevant Parent Stockholder Meeting Materials Registration Statement / Proxy Statement that the Parent Board, Board has determined in good faith (after consultation with its outside counsel, reasonably determines legal counsel and its financial advisors) is necessary to comply with required by applicable Law is disclosed to Parent’s shareholders and for such supplement or in relation amendment to the Offer or the other Transactions (subject in each case to Section 6.07), is made available be promptly disseminated to the Parent’s stockholders in advance of shareholders prior to the Parent Stockholder Meeting. In , (b) if, as of the event time for which the Parent Stockholder Meeting is postponedoriginally scheduled (as set forth in the Registration Statement / Proxy Statement), cancelled there are insufficient shares of Parent Class A Common Stock and reconvened pursuant Parent Class B Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the foregoing sentence, Parent shall duly give notice of and reconvene business to be conducted at the Parent Stockholder Meeting on a date scheduled by mutual agreement Meeting, (c) in order to solicit additional proxies from shareholders in favor of the Company, on adoption of the one hand, and Transaction Proposals or (d) if a number of shares of Parent and Buyer, on Class A Common Stock have been elected to be redeemed by the other hand, acting reasonably, or, holders thereof such that Parent does not reasonably expect that the condition set forth in the absence of such agreement, as soon as practicable following the date of such postponement or cancellation but, in any event, no later than the day that is seven (7) weeks following the date of such postponement or cancellation (and in any event to a date that shall be prior to the date on which the Expiration Time shall occur).Section

Parent Stockholder Meeting. (a) Parent shall take all action necessary under applicable Law to call, give notice of and hold a meeting of the holders of Parent Common Stock to consider and vote to approve the Parent Stockholder Matters pursuant to the terms of this Agreement (such meeting, the “Parent Stockholder Meeting”). The Parent Stockholder Meeting shall be held as promptly as reasonably practicable after the Registration date that the definitive Proxy Statement is declared effective under filed with the 1933 ActSEC, use its and in any event no later than sixty (60) days after such date. Parent shall take reasonable best efforts (i) measures to cause the Proxy Statement and any other appropriate materials for ensure that all proxies solicited in connection with the Parent Stockholder Meeting (are solicited in compliance with all applicable Law. Notwithstanding anything to the “Parent Stockholder Meeting Materials”) to be mailed to Parent’s stockholders for contrary contained herein, if on the purpose date of obtaining the Parent Stockholder ApprovalMeeting, and (ii) convene and hold or a date preceding the date on which the Parent Stockholder Meeting as soon as is scheduled, Parent reasonably practicable for believes that (i) it will not receive proxies sufficient to obtain the purposes approval of obtaining the Parent Stockholder Approval. Matters, whether or not a quorum would be present or (ii) it will not have sufficient shares of Parent shall use its reasonable best efforts Common Stock represented (whether in person or by proxy) to solicit from its stockholders proxies in favor constitute a quorum necessary to conduct the business of the Share Issuance. In the event Parent determines that it is reasonably likely that the Parent Stockholder Approval may not be obtained at the Parent Stockholder Meeting, Parent may postpone or adjourn, or make one or more successive postponements or adjournments of, the Parent Stockholder Meeting on one occasion for up to ten (10) Business Days in order to allow it to continue to solicit proxies. Except as set forth in long as the previous sentence, unless this Agreement is validly terminated in accordance with Section 8.01, Parent shall not postpone or cancel the Parent Stockholder Meeting without the prior written consent date of the Company. Parent may, however, following reasonable consultation with the Company, postpone, cancel and reconvene the Parent Stockholder Meeting, if and to the extent reasonably necessary to ensure that any supplement or amendment to the relevant Parent Stockholder Meeting Materials that the Parent Board, after consultation with outside counsel, reasonably determines is necessary to comply with applicable Law or in relation to the Offer or the other Transactions (subject in each case to Section 6.07), is made available to the Parent’s stockholders in advance of the Parent Stockholder Meeting. In the event the Parent Stockholder Meeting is postponed, cancelled and reconvened pursuant to the foregoing sentence, Parent shall duly give notice not postponed or adjourned more than an aggregate of and reconvene the Parent Stockholder Meeting on a date scheduled by mutual agreement of the Company, on the one hand, and Parent and Buyer, on the other hand, acting reasonably, or, 30 days in the absence of such agreement, as soon as practicable following the date of such postponement connection with any postponements or cancellation but, in any event, no later than the day that is seven (7) weeks following the date of such postponement or cancellation (and in any event to a date that shall be prior to the date on which the Expiration Time shall occur)adjournments.

Parent Stockholder Meeting. Parent shall cause a meeting of its shareholders (the “Parent Stockholder Meeting”) to be duly called and held as promptly soon as reasonably reason- ably practicable after the Registration date of this Agreement (but in no event later than 40 days after the Reg- istration Statement is declared effective under the 1933 Act, use its reasonable best efforts (i0000 Xxx) to cause the Proxy Statement and any other appropriate materials for the Parent Stockholder Meeting (the “Parent Stockholder Meeting Materials”) to be mailed to Parent’s stockholders for the purpose of obtaining voting on the ap- proval and adoption of this Agreement and the Parent Merger and the approval of the issuance of shares of New Charter Common Stock as part of the Merger Consideration (the “New Charter Stock Issuance”) and, unless otherwise previously approved, the other transactions contemplat- ed hereby and Subscription and Exchange Agreement, including the Equity Exchange, the Equity Purchase and the Stockholders Agreement (as defined in the Amended Contribution Agreement). In connection with the Parent Stockholder ApprovalMeeting, the Board of Directors of Parent shall (i) subject to Section 7.04, (1) recommend approval and adoption of this Agreement and the Parent Merger and the approval of the New Charter Stock Issuance and, unless otherwise previously approved, the other transactions contemplated hereby and the Subscription and Exchange Agreement (including the Equity Exchange and the Equity Purchase) by Parent’s stockholders and (ii2) convene and hold the Parent Stockholder Meeting as soon as reasonably practicable for the purposes of obtaining the Parent Stockholder Approval. Parent shall use its reasonable best efforts to solicit from its stockholders proxies in favor of the Share Issuance. In the event Parent determines that it is reasonably likely that obtain the Parent Stockholder Approval may and (ii) other- wise comply with all legal requirements applicable to such meeting. Without limiting the gener- ality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement, the Parent Merger and the New Charter Stock Issuance and, unless previously ap- proved, the Equity Exchange and the Equity Purchase, shall be submitted to the Parent’s stock- holders at the Parent Stockholder Meeting whether or not be obtained at (x) Parent’s Board of Directors shall have effected a Parent Adverse Recommendation Change or (y) any Parent Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to Parent or any of its advisors. Parent shall not, without the prior written consent of the Company, adjourn or post- pone the Parent Stockholder Meeting; provided that Parent may, without the prior written con- sent of the Company adjourn or postpone the Parent Stockholder Meeting (A) if, as of the time for which the Parent Stockholder Meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus), there are insufficient shares of Parent Class A Common Stock represent- ed (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholder Meeting, Parent may (B) after consultation with the Company, if the failure to adjourn or postpone the Parent Stockholder Meeting on one occasion would reasonably be expected to be a violation of Ap- plicable Law for up the distribution of any required supplement or amendment to the Joint Proxy Statement/Prospectus, (C) after consultation with the Company, for a single period not to exceed ten (10) Business Days in order to allow it to continue Days, to solicit proxies. Except additional proxies if necessary to obtain the Parent Stockholder Approval or the Cheetah Stockholder Approval (as set forth defined in the previous sentenceAmended Contribution Agreement), unless this Agreement or (D) if Parent has delivered to the Company a bona fide notice contemplated by Section 7.04(b), for a maximum of ten Business Days. The Company may require Parent to ad- journ, delay or postpone the Parent Stockholder Meeting once for a period not to exceed 30 cal- endar days (but prior to the date that is validly terminated in accordance with Section 8.01two Business Days prior to the End Date) to solicit addi- tional proxies necessary to obtain the Parent Stockholder Approval. Once Parent has established a record date for the Company Stockholder Meeting, Parent shall not postpone change such record date or cancel establish a different record date for the Parent Stockholder Meeting without the prior written consent of the Company. Parent mayCompany (not to be unreasonably withheld, howeverdelayed or conditioned), following reasonable consultation with the Company, postpone, cancel and reconvene the Parent Stockholder Meeting, if and unless re- quired to the extent reasonably necessary to ensure that any supplement or amendment to the relevant Parent Stockholder Meeting Materials that the Parent Board, after consultation with outside counsel, reasonably determines is necessary to comply with applicable do so by Applicable Law or in relation to the Offer or the other Transactions (subject in each case to Section 6.07), is made available to the Parent’s stockholders in advance of the Parent Stockholder Meeting. In the event the Parent Stockholder Meeting is postponed, cancelled and reconvened pursuant to the foregoing sentence, Parent shall duly give notice of and reconvene the Parent Stockholder Meeting on a date scheduled by mutual agreement of the Company, on the one hand, and Parent and Buyer, on the other hand, acting reasonably, or, in the absence of such agreement, as soon as practicable following the date of such postponement or cancellation but, in any event, no later than the day that is seven (7) weeks following the date of such postponement or cancellation (and in any event to a date that shall be prior to the date on which the Expiration Time shall occur)organizational documents.

Parent Stockholder Meeting. (a) Parent shall take all action necessary under applicable Law to call, give notice of and hold a meeting of the holders of Parent Common Stock to consider and vote to approve the Conversion Proposal and the Charter Amendment Proposal pursuant to the terms of this Agreement (collectively, the “Parent Stockholder Matters” and such meeting, the “Parent Stockholder Meeting”) as promptly as reasonably practicable. The Parent Stockholder Meeting shall be held as promptly as practicable after the Registration date that the definitive Proxy Statement is declared effective under filed with the 1933 ActSEC, use its and in any event no later than forty-five (45) days after such date. Parent shall take reasonable best efforts (i) measures to cause the Proxy Statement and any other appropriate materials for ensure that all proxies solicited in connection with the Parent Stockholder Meeting (are solicited in compliance with all applicable Law. Notwithstanding anything to the “Parent Stockholder Meeting Materials”) to be mailed to Parent’s stockholders for contrary contained herein, if on the purpose date of obtaining the Parent Stockholder ApprovalMeeting, and (ii) convene and hold or a date preceding the date on which the Parent Stockholder Meeting as soon as is scheduled, Parent reasonably practicable for believes that (i) it will not receive proxies sufficient to obtain the purposes of obtaining the Required Parent Stockholder Approval. Vote, whether or not a quorum would be present or (ii) it will not have sufficient shares of Parent shall use its reasonable best efforts Common Stock represented (whether in person or by proxy) to solicit from its stockholders proxies in favor constitute a quorum necessary to conduct the business of the Share Issuance. In the event Parent determines that it is reasonably likely that the Parent Stockholder Approval may not be obtained at the Parent Stockholder Meeting, Parent may postpone or adjourn, or make one or more successive postponements or adjournments of, the Parent Stockholder Meeting on one occasion for up to ten (10) Business Days in order to allow it to continue to solicit proxies. Except as set forth in long as the previous sentence, unless this Agreement is validly terminated in accordance with Section 8.01, Parent shall not postpone or cancel the Parent Stockholder Meeting without the prior written consent date of the Company. Parent may, however, following reasonable consultation with the Company, postpone, cancel and reconvene the Parent Stockholder Meeting, if and to the extent reasonably necessary to ensure that any supplement or amendment to the relevant Parent Stockholder Meeting Materials that the Parent Board, after consultation with outside counsel, reasonably determines is necessary to comply with applicable Law or in relation to the Offer or the other Transactions (subject in each case to Section 6.07), is made available to the Parent’s stockholders in advance of the Parent Stockholder Meeting. In the event the Parent Stockholder Meeting is postponed, cancelled and reconvened pursuant to the foregoing sentence, Parent shall duly give notice not postponed or adjourned more than an aggregate of and reconvene the Parent Stockholder Meeting on a date scheduled by mutual agreement of the Company, on the one hand, and Parent and Buyer, on the other hand, acting reasonably, or, fifteen (15) calendar days in the absence of such agreement, as soon as practicable following the date of such postponement connection with all postponements or cancellation but, in any event, no later than the day that is seven (7) weeks following the date of such postponement or cancellation (and in any event to a date that shall be prior to the date on which the Expiration Time shall occur)adjournments.

Parent Stockholder Meeting. The Parent shall shall, as promptly as reasonably practicable after practicable, establish a record date (which date shall be mutually agreed with the Registration Statement is declared effective under the 1933 ActCompany) for, use its reasonable best efforts (i) to cause the Proxy Statement and any other appropriate materials for the Parent Stockholder Meeting (the “Parent Stockholder Meeting Materials”) to be mailed to Parent’s stockholders for the purpose of obtaining the Parent Stockholder Approvalduly call, and (ii) give notice of, convene and hold the Parent Stockholder Meeting as soon as reasonably practicable for Meeting, which meeting shall be held not more than thirty-five (35) days after the purposes of obtaining date on which the Parent Stockholder Approvalmails the Proxy Statement to the Parent Stockholders. The Parent shall use its reasonable best efforts to solicit from obtain the approval of the Required Approval Matters, including by soliciting proxies as promptly as practicable in accordance with applicable Law and the Parent Charter Documents for the purpose of approving the Required Approval Matters. The Parent shall, through its board of directors, recommend to its stockholders proxies that they vote in favor of the Share IssuanceRequired Approval Matters (the “Parent Board Recommendation”) and the Parent shall include the Parent Board Recommendation in the Proxy Statement. In The board of directors of Parent shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the event Parent determines Board Recommendation (a “Change in Recommendation”). The Parent agrees that it is reasonably likely that its obligation to establish a record date for, duly call, give notice of, convene and hold the Parent Stockholder Meeting for the purpose of voting on the Required Approval may Matters shall not be obtained affected by any Change in Recommendation, and the Parent agrees to establish a record date for, duly call, give notice of, convene and hold the Parent Stockholder Meeting and submit for the approval of its stockholders the matters contemplated by the Proxy Statement, regardless of whether or not there shall be any Change in Recommendation. Notwithstanding anything to the contrary contained in this Agreement, the Parent shall be entitled to postpone or adjourn the Parent Stockholder Meeting (a) to ensure that any supplement or amendment to the Proxy Statement that the board of directors of Parent has determined in good faith is required by applicable Law is disclosed to the Parent Stockholders and for such supplement or amendment to be promptly disseminated to the Parent Stockholders prior to the Parent Stockholder Meeting, (b) if, as of the time for which the Parent Stockholder 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 to be conducted at the Parent Stockholder Meeting, Parent may postpone the Parent Stockholder Meeting on one occasion for up to or (c) by ten (10) Business Days in order to allow it to continue to solicit proxies. Except as set forth additional proxies from stockholders in favor of the adoption of the Required Approval Matters; provided, that in the previous sentenceevent of a postponement or adjournment pursuant to clauses (a) or (b) above, unless this Agreement is validly terminated in accordance with Section 8.01, Parent shall not postpone or cancel the Parent Stockholder Meeting without shall be reconvened as promptly as practicable following such time as the prior written consent of the Company. Parent maymatters described in such clauses have been resolved, however, following reasonable consultation with the Company, postpone, cancel and reconvene the Parent Stockholder Meeting, if and to the extent reasonably necessary to ensure that any supplement or amendment to the relevant Parent Stockholder Meeting Materials that the Parent Board, after consultation with outside counsel, reasonably determines is necessary to comply with applicable Law or in relation to the Offer or the other Transactions (subject in each case to Section 6.07), is made available to the Parent’s stockholders in advance of the Parent Stockholder Meeting. In the no event shall the Parent Stockholder Meeting is postponed, cancelled and be reconvened pursuant to the foregoing sentence, Parent shall duly give notice of and reconvene the Parent Stockholder Meeting on a date scheduled by mutual agreement of the Company, on the one hand, and Parent and Buyer, on the other hand, acting reasonably, or, in the absence of such agreement, as soon as practicable following the date of such postponement or cancellation but, in any event, no that is later than the day that is seven five (75) weeks following the date of such postponement or cancellation (and in any event to a date that shall be Business Days prior to the date on which the Expiration Time shall occur)January 31, 2018.