Common use of Preparation of Proxy Statement; Stockholders Meetings Clause in Contracts

Preparation of Proxy Statement; Stockholders Meetings. (a) If the Offer is consummated but does not result in the Purchaser acquiring the amount of Company Common Stock contemplated in Article 1, as soon as practicable following the Offer Closing, the Company shall prepare and file with the SEC the Proxy Statement, in preliminary form, seeking stockholder approval of the Top-Up Purchase and any other Transactions for which such approval is required by Law. Subject to the approval of the Board of Directors as constituted after the Offer Closing (the “Post-Offer Board”), the Proxy Statement also may include a proposal to amend the certificate of incorporation and bylaws of the Company to implement a restriction to prevent any new stockholders from acquiring shares representing 4.9% (or, if approved by the Post-Offer Board, 3.0%) of the outstanding shares of Company Common Stock (the “Acquisition Restrictions”). Each of the Company and Purchaser shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC and its staff with respect thereto. The Company shall notify Purchaser promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply Purchaser with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. If at any time prior to receipt of the required stockholder vote there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the holders of Company Common Stock as promptly as practicable after filing with the SEC. (b) In conjunction with the Proxy Statement, the Company shall duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders Meeting”) for the purpose of seeking stockholder approval of the Top-Up Purchase and any other Transactions for which such approval is required by Law, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board). Unless the Company Board has withdrawn its recommendation of this Agreement, the Top-Up Purchase or the other Transactions prior to the Offer Closing in compliance with Section 5.6(b), the Company shall (i) through the Post-Offer Board, recommend to its stockholders that they vote in favor of the Top-Up Purchase and any other Transactions for which stockholder approval is required by Law, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board), (ii) use its commercially reasonable efforts to solicit from stockholders of the Company proxies in favor of the adoption of this Agreement and approval of other Transactions for which stockholder approval is required by Law including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board), and (iii) take all other action reasonably necessary or advisable to secure the vote or consent of the holders of Company Common Stock required by applicable Law to effect the Top-Up Purchase and any other Transactions, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board).Once the Company Stockholders Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Stockholders Meeting without the consent of Purchaser, which shall not be unreasonably withheld or delayed (other than (x) for the absence of a quorum or (y) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Company believes in good faith is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the holders of Company Common Stock prior to the Company Stockholders Meeting). Notwithstanding the foregoing, and for purposes of clarity, if Purchaser and any other Purchaser Subsidiary shall collectively acquire 44.0% of the Fully Diluted outstanding shares of the Company Common Stock through the Offer (as the same may be reduced under Section 1.3), the Company shall not file or mail the Proxy Statement or convene the Company Stockholders Meeting. (c) Purchaser shall cause all shares of Company Common Stock purchased pursuant to the Offer and all other shares of Company Common Stock owned by Purchaser or any Affiliate of Purchaser to be voted in favor of the Top-Up Purchase and any Transactions for which stockholder approval is required by Law.

Preparation of Proxy Statement; Stockholders Meetings. (a) If the Offer is consummated but does not result in adoption of this Agreement by the Purchaser acquiring the amount holders of Company Common Stock contemplated in Article 1is required by Law, the Company shall, as soon as practicable following the Offer Closingexpiration of the Offer, the Company shall prepare and file with the SEC the Proxy Statement, Statement in preliminary form, seeking stockholder approval of the Top-Up Purchase and any other Transactions for which such approval is required by Law. Subject to the approval of the Board of Directors as constituted after the Offer Closing (the “Post-Offer Board”), the Proxy Statement also may include a proposal to amend the certificate of incorporation and bylaws of the Company to implement a restriction to prevent any new stockholders from acquiring shares representing 4.9% (or, if approved by the Post-Offer Board, 3.0%) of the outstanding shares of Company Common Stock (the “Acquisition Restrictions”). Each each of the Company and Purchaser Parent shall use its commercially reasonable best efforts to respond as promptly as practicable to any comments of the SEC and its staff with respect thereto. The Company shall notify Purchaser Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply Purchaser Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement, if required, prior to its being filed with the SEC and shall give Parent and its counsel the opportunity to review all amendments and supplements to the Proxy Statement, if required, and all responses to request for additional information and replies to comments prior to their being filed with, or sent to, the SEC. If at any time prior to receipt of the required stockholder vote Required Company Stockholder Vote there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, without Parent’s approval, which will not be unreasonably conditioned, withheld or delayed. The Company shall use its commercially reasonable best efforts to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of Company Common Stock as promptly as practicable after filing with the SEC. (b) In conjunction with If the Proxy Statementadoption of this Agreement by the holders of Company Common Stock is required by Law, the Company shall shall, at Parent’s request, as soon as practicable following the expiration of the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders Meeting”) for the purpose of seeking stockholder approval of the Top-Up Purchase and any other Transactions for which such approval is required by Law, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board)Required Company Stockholder Vote. Unless the Company Board has withdrawn its recommendation of this Agreement, the Top-Up Purchase or the other Transactions prior to the Offer Closing in compliance with Section 5.6(b), the Company shall (i) through the Post-Offer Board, recommend to its stockholders that they vote in favor of the Top-Up Purchase and any other Transactions for which stockholder approval is required by Law, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board), (ii) use its commercially reasonable efforts to solicit from stockholders of the Company proxies in favor of the adoption of this Agreement and approval of other Transactions for which stockholder approval is required by Law including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board), and (iii) take all other action reasonably necessary or advisable to secure the vote or consent of the holders of Company Common Stock required by applicable Law to effect the Top-Up Purchase and any other Transactions, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board).Once Once the Company Stockholders Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Stockholders Meeting without the consent of PurchaserParent, which shall not be unreasonably withheld or delayed (other than (x) for the absence of a quorum or (y) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Company believes in good faith is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the holders of Company Common Stock prior to the Company Stockholders Meeting)delayed. Notwithstanding the foregoing, and for purposes of clarityif Parent, if Purchaser Merger Sub and any other Purchaser Subsidiary Parent subsidiary shall collectively acquire 44.0at least 90% of the Fully Diluted outstanding shares of the Company Common Stock through Stock, the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer (as without a stockholders meeting in accordance with Section 253 of the same may be reduced under Section 1.3), the Company shall not file or mail the Proxy Statement or convene the Company Stockholders MeetingDGCL. (c) Purchaser At the Company Stockholders Meeting, if such Company Stockholders Meeting is required, Parent shall cause all shares of Company Common Stock purchased pursuant to the Offer and all other shares of Company Common Stock owned by Purchaser Parent, Merger Sub or any Affiliate of Purchaser Parent Subsidiary to be voted in favor of the Top-Up Purchase and any Transactions for which stockholder approval is required by Lawadoption of this Agreement.

Preparation of Proxy Statement; Stockholders Meetings. (a) If As promptly as reasonably practicable after the Offer is consummated but does not result date of this Agreement (and in the Purchaser acquiring the amount of Company Common Stock contemplated in Article 1no event later than December 19, as soon as practicable following the Offer Closing2014), the Company and Parent shall prepare cause to be prepared and file filed with the SEC the Proxy Statement, Proxy/Prospectus in preliminary form, seeking stockholder approval of the Top-Up Purchase and any other Transactions for which such approval is required by Law. Subject to the approval of the Board of Directors as constituted after the Offer Closing (the “Post-Offer Board”), the Proxy Statement also may include a proposal to amend the certificate of incorporation and bylaws of the Company to implement a restriction to prevent any new stockholders from acquiring shares representing 4.9% (or, if approved by the Post-Offer Board, 3.0%) of the outstanding shares of Company Common Stock (the “Acquisition Restrictions”). Each of Parent, Merger Sub and the Company shall promptly obtain and Purchaser furnish the information concerning itself and its Affiliates required to be included in the Proxy/Prospectus. Each of Parent, Merger Sub and the Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments of received from the SEC and its staff with respect theretoto the Proxy/Prospectus or the Registration Statement. The Company Each party shall promptly notify Purchaser promptly of the other party upon the receipt of any oral or written comments from the SEC or its staff and of or any request by from the SEC or its staff for amendments or supplements to the Proxy Proxy/Prospectus or the Registration Statement or for additional information and shall supply Purchaser provide the other party with copies of all written correspondence and a summary of all oral communications between the Company or any of its representativesit, on the one hand, and the SEC or and its staff, on the other hand, with respect relating to the Proxy Proxy/Prospectus or the Registration Statement. If at Each party shall cooperate and provide the other party with a reasonable opportunity to review and comment on any time substantive correspondence (including responses to SEC comments), amendments or supplements to the Proxy/Prospectus or the Registration Statement prior to receipt of filing with the required stockholder vote there SEC, and shall occur any event that should be set forth in an amendment or supplement provide to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders other a copy of all such an amendment or supplement. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the holders of Company Common Stock as promptly as practicable after filing filings made with the SEC. (b) In conjunction As promptly as reasonably practicable after the date of this Agreement (and, with respect to the initial filing of the Registration Statement, in no event later than December 19, 2014), Parent shall file with the Proxy Statement, SEC the Registration Statement containing the Proxy/Prospectus so long as Parent has provided to the Company a draft of the Registration Statement containing the Proxy/Prospectus at least ten (10) days prior to any filing thereof and any supplement or amendment at least two (2) days prior to any filing thereof. Parent and the Company shall use all reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process in any jurisdiction) required to be taken under any applicable state securities laws in connection with the issuance of shares of Parent Common Stock in the Merger and the Company shall furnish all information concerning the Company and the holders of shares of Company capital stock as may be reasonably requested in connection with any such action. Promptly after the effectiveness of the Registration Statement, Parent and the Company shall cause the Proxy/Prospectus to be mailed to their respective stockholders, and if necessary, after the definitive Proxy/Prospectus has been mailed, promptly circulate amended, supplemented or supplemental proxy materials and, if required in connection therewith, re-solicit proxies or written consents, as applicable. If at any time prior to the Effective Time, the officers and directors of Parent or the Company discover any statement which, in light of the circumstances under which it is made, is false or misleading with respect to a material fact or omits to state a material fact necessary to make the statements made in the Proxy/Prospectus or Registration Statement not misleading, then such party shall immediately notify the other party of such misstatements or omissions. Parent shall advise the Company and the Company shall advise Parent, as applicable, promptly after it receives notice thereof, of the time when the Registration Statement becomes effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Parent Common Stock for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy/Prospectus or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. (c) The Company shall, (i) in accordance with the Company’s certificate of incorporation and bylaws and applicable Law, take all actions to establish a record date (which will be as soon as practicable after the date hereof) for, duly call, give notice of, convene convene, and hold a special meeting of its stockholders (the “Company Stockholders Special Meeting”) ), for the purpose of seeking stockholder approval of securing the Top-Up Purchase and any other Transactions for which such approval is required by Law, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board). Unless the Required Company Board has withdrawn its recommendation of this Agreement, the Top-Up Purchase or the other Transactions prior to the Offer Closing in compliance with Section 5.6(b), the Company shall (i) through the Post-Offer Board, recommend to its stockholders that they vote in favor of the Top-Up Purchase and any other Transactions for which stockholder approval is required by Law, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board)Vote, (ii) in accordance with the Company’s certificate of incorporation and bylaws and applicable Law, distribute to the Company’s stockholders the Proxy/Prospectus as soon as practicable after the date hereof and (iii) except as provided in Section 7.11, use its commercially reasonable best efforts to solicit from stockholders of the Company proxies in favor of the adoption of this Agreement Merger and approval of other Transactions for which stockholder approval is required by Law including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board), and (iii) to take all other action reasonably necessary or advisable to secure the vote or consent Required Company Vote. Within forty-five (45) days following the date upon which the Registration Statement becomes effective (which effective date shall be no later than March 31, 2015; provided that the Company shall not be in breach of the holders obligation to obtain effectiveness of the Registration Statement if it uses its reasonable best efforts to obtain effectiveness of the Registration Statement during such time period), the Company Common Stock required shall convene and hold the Company Special Meeting. Without limiting the generality of the foregoing, the Company’s obligations pursuant to the first two sentences of this Section 7.1(c) shall not be affected by applicable Law (i) the commencement, public proposal, public disclosure or communication to effect the Top-Up Purchase and Company of any other Transactions, including Company Alternative Proposal or (ii) the Acquisition Restrictions (if such proposals are approved withdrawal or modification by the Post-Offer Board).Once Board of the Company Stockholders of the Company Board Recommendation or the Board of the Company’s approval of this Agreement or the Merger. Once the Company Special Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Stockholders Special Meeting without the consent of Purchaser, Parent (which consent shall not be unreasonably withheld or delayed delayed) (other than to the extent necessary (xi) for the absence of a quorum quorum, or (yii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Board of the Company believes has determined in good faith after consultation with outside counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s stockholders prior to the Company Special Meeting; provided that in the event that the Company Special Meeting is delayed to a date after the Termination Date (as defined in Section 9.2(a)) as a result of either (i) or (ii) above, then Parent may extend the Termination Date to the fifth Business Day after such date). Except to the extent permitted by Section 7.11, (i) the Proxy/Prospectus shall (x) state that the Board of the Company has determined that this Agreement and the Merger are advisable and in the best interests of the Company and (y) include the recommendation of the Board of the Company that this Agreement be adopted by the holders of Company Common Stock prior to (such recommendation described in this clause (y), the “Company Stockholders Meeting). Notwithstanding Board Recommendation”) and (ii) neither the foregoing, and for purposes of clarity, if Purchaser and any other Purchaser Subsidiary shall collectively acquire 44.0% of the Fully Diluted outstanding shares Board of the Company Common Stock through the Offer (as the same may be reduced under Section 1.3)nor any committee thereof shall withdraw, amend or modify, or publicly propose or resolve to withdraw, amend or modify, in a manner adverse to Parent, the Company shall not file or mail the Proxy Statement or convene the Company Stockholders MeetingBoard Recommendation. (cd) Purchaser shall cause Parent shall, (i) in accordance with Parent’s certificate of incorporation and bylaws and applicable Law, take all shares actions to establish a record date (which will be as soon as practicable after the date hereof) for, duly call, give notice of, convene, and hold a special meeting of Company Common Stock purchased pursuant its stockholders (the “Parent Special Meeting”) for the purpose of securing the Required Parent Vote, (ii) in accordance with Parent’s certificate of incorporation and bylaws and applicable Law, distribute to Parent stockholders the Offer Proxy/Prospectus as soon as practicable after the date hereof and all other shares (iii) use its reasonable best efforts to solicit from stockholders of Company Common Stock owned by Purchaser or any Affiliate of Purchaser to be voted Parent proxies in favor of the TopParent Proposal and to take all other action necessary or advisable to secure the Required Parent Vote. Within forty-Up Purchase five (45) days following the date upon which the Registration Statement becomes effective (which effective date shall be no later than March 31, 2015; provided that Parent shall not be in breach of the obligation to obtain effectiveness of the Registration Statement if it uses its reasonable best efforts to obtain effectiveness of the Registration Statement during such time period), Parent shall convene and hold the Parent Special Meeting. Without limiting the generality of the foregoing, Parent’s obligations pursuant to the first two sentences of this Section 7.1(d) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to Parent of any Transactions Parent Alternative Proposal or (ii) the withdrawal or modification by the Board of Parent of the Parent Board Recommendation or the Board of Parent’s approval of this Agreement or the Merger. Once the Parent Special Meeting has been called and noticed, Parent shall not postpone or adjourn the Parent Special Meeting without the consent of the Company, which consent shall not be unreasonably withheld or delayed (other than to the extent necessary (A) for the absence of a quorum, or (B) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which stockholder approval the Board of Parent has determined in good faith, after consultation with Parent’s outside counsel and financial advisors, is required necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by LawParent’s stockholders prior to the Parent Special Meeting; provided that in the event that the Parent Special Meeting is delayed to a date after the Termination Date as a result of either (A) or (B) above, then the Termination Date shall be extended to the fifth Business Day after such date). Except to the extent permitted by Section 7.12, (i) the Proxy/Prospectus shall (x) state that the Board of Parent has determined that the Parent Proposal is advisable and in the best interests of Parent and (y) include the recommendation of the Board of Parent that the Parent Proposal be adopted by the holders of Parent Common Stock (such recommendation described in this clause (y), the “Parent Board Recommendation”) and (ii) neither the Board of Parent nor any committee thereof shall withdraw, amend or modify, or publicly propose or resolve to withdraw, amend or modify, in a manner adverse to the Company, the Parent Board Recommendation. (e) The Company and Parent shall each use their reasonable best efforts to cause the Company Special Meeting and the Parent Special Meeting to be held on the same date.

Preparation of Proxy Statement; Stockholders Meetings. (a) If the Offer adoption of this Agreement by the holders of Shares is consummated but does not result in required by Law, the Purchaser acquiring the amount of Company Common Stock contemplated in Article 1shall, at Parent's request, as soon as practicable following the Offer ClosingAcceptance Time, the Company shall prepare and file with the SEC the Proxy Statement, Statement in preliminary form, seeking stockholder approval of the Top-Up Purchase and any other Transactions for which such approval is required by Law. Subject to the approval of the Board of Directors as constituted after the Offer Closing (the “Post-Offer Board”), the Proxy Statement also may include a proposal to amend the certificate of incorporation and bylaws of the Company to implement a restriction to prevent any new stockholders from acquiring shares representing 4.9% (or, if approved by the Post-Offer Board, 3.0%) of the outstanding shares of Company Common Stock (the “Acquisition Restrictions”). Each each of the Company and Purchaser Parent shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC and its staff with respect thereto. The Company shall notify Purchaser Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply Purchaser Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement if a Company Stockholders Meeting is required prior to its being filed with the SEC and shall give Parent and its counsel the opportunity to review all amendments and supplements to the Proxy Statement if a Company Stockholders Meeting is required, and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. If at any time prior to receipt of the required stockholder vote Required Company Stockholder Vote there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. The Company shall use its reasonable best efforts to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of Company Common Stock Shares as promptly as practicable after filing with the SECSEC and resolution of any comments thereon from the SEC or its staff. (b) In conjunction with If the Proxy Statementadoption of this Agreement by the holders of Shares is required by Law, the Company, acting through the Company Board, shall at Parent's request, as soon as practicable following the Acceptance Time, duly call, give notice of, convene and hold a meeting of its stockholders (the “"Company Stockholders Meeting”") for the purpose of seeking stockholder approval of the Top-Up Purchase and any other Transactions for which such approval is required by LawRequired Company Stockholder Vote. Subject to Section 6.8, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board). Unless i) the Company Board has withdrawn its shall recommend adoption of this Agreement (the "Company Voting Proposal") by the stockholders of the Company and include such recommendation in the Proxy Statement and (ii) the Company Board shall not withhold, withdraw or modify, or publicly propose or resolve to withhold, withdraw or modify in a manner adverse to Parent, the recommendation of this Agreement, the Top-Up Purchase or the other Transactions prior to the Offer Closing in compliance with Section 5.6(b), the Company shall (i) through Board that the Post-Offer Board, recommend to its Company's stockholders that they vote in favor of the Top-Up Purchase Company Voting Proposal. Subject to Section 6.8, the Company shall take all action that is both reasonable and any other Transactions for which stockholder approval is required by Law, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board), (ii) use its commercially reasonable efforts lawful to solicit from its stockholders of the Company proxies in favor of the adoption of this Agreement Required Company Stockholder Vote and approval of other Transactions for which stockholder approval is required by Law including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board), and (iii) shall take all other action reasonably necessary or advisable to secure the vote or consent of the holders stockholders of the Company Common Stock required by applicable Law the rules of Nasdaq or the DGCL to effect obtain such approvals. Without limiting the Top-Up Purchase and generality of the foregoing, the Company's obligations under Section 6.1(a) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any other TransactionsTakeover Proposal or (ii) the withdrawal or modification of the Company Board of its approval or recommendation of this Agreement, including the Acquisition Restrictions (if such proposals are approved by Offer or the Post-Offer Board).Once Merger. Notwithstanding anything to the contrary contained in this Agreement, the Company, after consultation with Parent, may adjourn or postpone the Company Stockholders Meeting has been called and noticed(A) to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the Company's stockholders, (B) if as of the time for which the Company shall not postpone Stockholder's Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Shares represented (either in person or adjourn by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting without the consent of PurchaserMeeting, which shall not be unreasonably withheld or delayed (other than (xC) for the absence purpose of a quorum or (y) to allow reasonable soliciting additional time for the filing and mailing of any supplemental or amended disclosure which the Company believes in good faith is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the holders of Company Common Stock prior to the Company Stockholders Meeting)proxies. Notwithstanding the foregoing, and for purposes of clarityif Ultimate Parent, if Purchaser Parent, Merger Sub and any other Purchaser Subsidiary Ultimate Parent or Parent subsidiary shall collectively acquire 44.0at least 90% of the Fully Diluted outstanding shares Shares, Parent and Merger Sub shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable (and in any event within five (5) Business Days) after the expiration of the Company Common Stock through Offer without a stockholders meeting in accordance with Section 253 of the Offer (as the same may be reduced under Section 1.3), the Company shall not file or mail the Proxy Statement or convene the Company Stockholders MeetingDGCL. (c) Purchaser At the Company Stockholders Meeting, if the same is required, Parent shall cause all shares of Company Common Stock Shares purchased pursuant to the Offer and all other shares of Company Common Stock Shares beneficially owned by Purchaser Ultimate Parent, Parent, Merger Sub or any Affiliate of Purchaser Ultimate Parent or Parent Subsidiary to be present so as to be counted for quorum purposes and voted in favor of the Top-Up Purchase and any Transactions for which stockholder approval is required by Lawadoption of this Agreement.

Preparation of Proxy Statement; Stockholders Meetings. (a) If Within five Business Days of the Offer is consummated but does not result in the Purchaser acquiring the amount date of Company Common Stock contemplated in Article 1, as soon as practicable following the Offer Closingthis Agreement, the Company shall prepare and file with the SEC the Proxy Statement, Statement in preliminary form. Parent, seeking stockholder approval Merger Sub and the Company will cooperate with each other in the preparation of the Top-Up Purchase Proxy Statement; without limiting the generality of the foregoing, Parent and any other Transactions for which such approval is Merger Sub, will furnish to the Company the information relating to Parent and Merger Sub required by Law. Subject the Exchange Act to be set forth in the approval of Proxy Statement, and Parent and its counsel shall be given the Board of Directors as constituted after the Offer Closing (the “Post-Offer Board”), opportunity to review and comment on the Proxy Statement also may include a proposal prior to amend the certificate of incorporation and bylaws of filing thereof with the SEC. The Company agrees to implement a restriction to prevent any new stockholders from acquiring shares representing 4.9% (or, if approved by the Post-Offer Board, 3.0%) of the outstanding shares of Company Common Stock (the “Acquisition Restrictions”). Each of the Company and Purchaser shall use its reasonable best efforts efforts, after consultation with the other parties hereto, to respond as promptly as practicable to any comments of the SEC and its staff with respect thereto. The Company shall notify Purchaser promptly of the receipt of any comments from the SEC or its staff and of any request made by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply Purchaser with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. The Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders as promptly as practicable following the filing thereof in definitive form with the SEC. The Company will advise Parent promptly after it receives notice of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to receipt the Effective Time any information relating to the Company or Parent, or any of their respective affiliates, officers or directors, should be discovered by the required stockholder vote there shall occur any event that Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the Company statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly prepare notify the other parties hereto and mail to its stockholders such an appropriate amendment or supplementsupplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Company. The Company shall use its reasonable best efforts not mail any Proxy Statement, or any amendment or supplement thereto, to cause the Proxy Statement to be mailed to the holders of Company Common Stock as promptly as practicable after filing with the SECwhich Parent reasonably objects. (b) In conjunction The Company shall, as soon as practicable after the date hereof, and in accordance with the Proxy StatementCompany’s certificate of incorporation and bylaws and applicable law, establish a record date (which will be as soon as practicable after the Company shall date hereof) for, duly call, give notice of, convene and hold of a meeting of its stockholders (the “Company Stockholders Meeting”) solely for the purpose of seeking stockholder approval considering and taking action upon this Agreement regardless of whether the Board of Directors of the Top-Up Purchase and Company determines at any other Transactions for which such approval time that this Agreement or the Merger is required by Law, including no longer advisable or recommends that the Acquisition Restrictions (if such proposals are approved by stockholders of the Post-Offer Board)Company reject this Agreement or the Merger. Unless the Board of Directors of the Company Board has withdrawn its recommendation of this Agreement, the Top-Up Purchase or Merger and the other Transactions prior to the Offer Closing transactions contemplated hereby in compliance with Section 5.6(b)5.8 in circumstances where a Takeover Proposal is outstanding, (1) as soon as practicable following the date on which the Proxy Statement is mailed to the Company’s stockholders, the Company shall (i) through the Post-Offer Board, recommend to its stockholders that they vote in favor of the Top-Up Purchase convene and any other Transactions for which stockholder approval is required by Law, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board), (ii) use its commercially reasonable efforts to solicit from stockholders of hold the Company proxies in favor of the adoption of this Agreement and approval of other Transactions for which stockholder approval is required by Law including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board), Stockholders Meeting and (iii2) take all other action reasonably necessary or advisable to secure the vote or consent of the holders of Company Common Stock required by applicable Law to effect the Top-Up Purchase and any other Transactions, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board).Once once the Company Stockholders Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Stockholders Meeting without the consent of PurchaserParent, which shall not be unreasonably withheld or delayed (other than (xi) for the absence of a quorum or (yii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Company it believes in good faith is necessary under applicable Law law and for such supplemental or amended disclosure to be disseminated and reviewed by the holders of Company Common Stock Company’s stockholders prior to the Company Stockholders Meeting; provided that in the event that the Company Stockholders Meeting is delayed to a date after the Termination Date (as defined in Section 7.1(b)) as a result of either (i) or (ii) above, then the Termination Date shall be extended to the fifth Business Day after such date). Notwithstanding the foregoing, and for purposes The Board of clarity, if Purchaser and any other Purchaser Subsidiary shall collectively acquire 44.0% of the Fully Diluted outstanding shares Directors of the Company Common Stock through shall declare that this Agreement and the Offer (as Merger are advisable and in the same best interests of the Company and recommend that this Agreement be adopted by the stockholders of the Company and include in the Proxy Statement a copy of such recommendations; provided that the Board of Directors of the Company may be reduced under withdraw, modify or change such recommendation in compliance with Section 1.3)5.8. Unless the Board of Directors of the Company has withdrawn its recommendations of this Agreement, the Merger and the other transactions contemplated hereby in compliance with Section 5.8, the Company shall not file or mail the Proxy Statement or convene use its reasonable best efforts to solicit from stockholders of the Company Stockholders Meetingproxies in favor of the adoption of this Agreement and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by applicable law to effect the Merger. (c) Purchaser Parent shall cause all shares of Company Common Stock purchased pursuant to the Offer and all other shares of Company Common Stock owned by Purchaser Parent, Merger Sub or any Affiliate of Purchaser Parent Subsidiary to be voted in favor of the Top-Up Purchase and any Transactions for which stockholder approval is required by Lawadoption of the Agreement.

Preparation of Proxy Statement; Stockholders Meetings. (a) If As promptly as reasonably practicable after the Offer is consummated but does not result in the Purchaser acquiring the amount date of Company Common Stock contemplated in Article 1, as soon as practicable following the Offer Closingthis Agreement, the Company and Parent shall prepare cause to be prepared and file filed with the SEC the Proxy Statement, Proxy/Prospectus in preliminary form, seeking stockholder approval of the Top-Up Purchase and any other Transactions for which such approval is required by Law. Subject to the approval of the Board of Directors as constituted after the Offer Closing (the “Post-Offer Board”), the Proxy Statement also may include a proposal to amend the certificate of incorporation and bylaws of the Company to implement a restriction to prevent any new stockholders from acquiring shares representing 4.9% (or, if approved by the Post-Offer Board, 3.0%) of the outstanding shares of Company Common Stock (the “Acquisition Restrictions”). Each of Parent, Merger Sub and the Company shall promptly obtain and Purchaser furnish the information concerning itself and its Affiliates required to be included in the Proxy/Prospectus. Each of Parent, Merger Sub and the Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments of received from the SEC and its staff with respect theretoto the Proxy/Prospectus or the Registration Statement. The Company Each party shall promptly notify Purchaser promptly of the other party upon the receipt of any oral or written comments from the SEC or its staff and of or any request by from the SEC or its staff for amendments or supplements to the Proxy Proxy/Prospectus or the Registration Statement or for additional information and shall supply Purchaser provide the other party with copies of all written correspondence and a summary of all oral communications between the Company or any of its representativesit, on the one hand, and the SEC or and its staff, on the other hand, with respect relating to the Proxy Proxy/Prospectus or the Registration Statement. If at Each party shall cooperate and provide the other party with a reasonable opportunity to review and comment on any time substantive correspondence (including responses to SEC comments), amendments or supplements to the Proxy/Prospectus or the Registration Statement prior to receipt of filing with the required stockholder vote there SEC, and shall occur any event that should be set forth in an amendment or supplement provide to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders other a copy of all such an amendment or supplement. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the holders of Company Common Stock as promptly as practicable after filing filings made with the SEC. (b) In conjunction At any time from (and including) the initial filing with the Proxy StatementSEC of the Proxy/Prospectus, Parent shall file with the SEC the Registration Statement containing the Proxy/Prospectus so long as Parent has provided to the Company a copy of the Registration Statement containing the Proxy/Prospectus at least ten (10) days prior to any filing thereof and any supplement or amendment at least two days prior to any filing thereof. Parent and the Company shall use all reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process in any jurisdiction) required to be taken under any applicable state securities laws in connection with the issuance of shares of Parent Common Stock in the Merger and the Company shall furnish all information concerning the Company and the holders of shares of Company capital stock as may be reasonably requested in connection with any such action. Promptly after the effectiveness of the Registration Statement, Parent and the Company shall cause the Proxy/Prospectus to be mailed to their respective stockholders, and if necessary, after the definitive Proxy/Prospectus has been mailed, promptly circulate amended, supplemented or supplemental proxy materials and, if required in connection therewith, re-solicit proxies or written consents, as applicable. If at any time prior to the Effective Time, the officers and directors of Parent or the Company discover any statement which, in light of the circumstances to which it is made, is false or misleading with respect to a material fact or omits to state a material fact necessary to make the statement made in the Proxy/Prospectus or Registration Statement not misleading, then such party shall immediately notify the other party of such misstatements or omissions. Parent shall advise the Company and the Company shall advise Parent, as applicable, promptly after it receives notice thereof, of the time when the Registration Statement becomes effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Parent Common Stock for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy/Prospectus or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. (c) The Company shall, (i) in accordance with the Company’s certificate of incorporation and bylaws and applicable Law, take all actions to establish a record date for, duly call, give notice of, convene convene, and hold a special meeting of its stockholders (the “Company Stockholders Special Meeting”) as soon as practicable following the date upon which the Registration Statement becomes effective, for the purpose of seeking stockholder approval of securing the Top-Up Purchase and any other Transactions for which such approval is required by Law, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board). Unless the Required Company Board has withdrawn its recommendation of this Agreement, the Top-Up Purchase or the other Transactions prior to the Offer Closing in compliance with Section 5.6(b), the Company shall (i) through the Post-Offer Board, recommend to its stockholders that they vote in favor of the Top-Up Purchase and any other Transactions for which stockholder approval is required by Law, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board), Vote (ii) in accordance with the Company’s certificate of incorporation and bylaws and applicable Law, distribute to the Company’s stockholders the Proxy/Prospectus and (iii) except as provided in Section 7.11, use its commercially reasonable best efforts to solicit from stockholders of the Company proxies in favor of the adoption of this Agreement Merger and approval of other Transactions for which stockholder approval is required by Law including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board), and (iii) to take all other action reasonably necessary or advisable to secure the vote or consent of Required Company Vote. As soon as practicable following the holders of Company Common Stock required by applicable Law date on which the Proxy/Prospectus is mailed to effect the Top-Up Purchase and any other TransactionsCompany’s stockholders, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board).Once the Company Stockholders shall convene and hold the Company Special Meeting. Once the Company Special Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Stockholders Special Meeting without the consent of Purchaser, Parent (which consent shall not be unreasonably withheld or delayed delayed) (other than (xi) for the absence of a quorum quorum, or (yii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Board of the Company believes has determined in good faith after consultation with outside counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s stockholders prior to the Company Special Meeting; provided that in the event that the Company Special Meeting is delayed to a date after the Termination Date (as defined in Section 9.2(a)) as a result of either (i) or (ii) above, then Parent may extend the Termination Date to the fifth Business Day after such date). Except to the extent permitted by Section 7.11, (i) the Proxy/Prospectus shall (x) state that the Board of the Company has determined that this Agreement and the Merger are advisable and in the best interests of the Company and (y) include the recommendation of the Board of the Company that this Agreement be adopted by the holders of Company Common Stock (such recommendation described in this clause (y), the “Company Board Recommendation”) and (ii) neither the Board of the Company nor any committee thereof shall withdraw, amend or modify, or publicly propose or resolve to withdraw, amend or modify in a manner adverse to Parent, the Company Board Recommendation. (d) Parent shall, as soon as practicable after the date hereof (i) in accordance with Parent’s certificate of incorporation and bylaws and applicable Law, take all actions to establish a record date (which will be as soon as practicable after the date hereof) for, duly call, give notice of, convene, and hold a special meeting of its stockholders (the “Parent Special Meeting”) for the purpose of securing the Required Parent Vote, (ii) in accordance with Parent’s certificate of incorporation and bylaws and applicable Law, distribute to Parent stockholders the Proxy/Prospectus and (iii) except as provided in Section 7.1(e), use its reasonable best efforts to solicit from stockholders of Parent proxies in favor of the Parent Proposal and to take all other action necessary or advisable to secure the Required Parent Vote. As soon as practicable following the date on which the Proxy/Prospectus is mailed to Parent’s stockholders, Parent shall convene and hold the Parent Special Meeting once the Parent Special Meeting has been called and noticed, Parent shall not postpone or adjourn the Parent Special Meeting without the consent of the Company, which shall not be unreasonably withheld or delayed (other than (A) for the absence of a quorum, or (B) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Board of Parent has determined in good faith, after consultation with Parent’s outside counsel and financial advisors, is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by Parent’s stockholders prior to the Company Stockholders Parent Special Meeting; provided that in the event that the Parent Special Meeting is delayed to a date after the Termination Date as a result of either (A) or (B) above, then the Termination Date shall be extended to the fifth Business Day after such date). Except to the extent permitted by Section 7.1(e), (i) the Proxy/Prospectus shall (x) state that the Board of Parent has determined that the Parent Proposal is advisable and in the best interests of Parent and (y) include the recommendation of the Board of Parent that the Parent Proposal be adopted by the stockholders of Parent (such recommendation described in this clause (y), the “Parent Board Recommendation”) and (ii) neither the Board of Directors of Parent nor any committee thereof shall withdraw, amend or modify, or publicly propose or resolve to withdraw, amend or modify in a manner adverse to the Company, the Parent Board Recommendation. (e) The Board of Parent shall not withdraw, modify or qualify in a manner adverse to the Company, or resolve to or publicly propose to withdraw, amend, modify or qualify in a manner adverse to the Company, the Parent Board Recommendation (any such action, a “Change in the Parent Board Recommendation”). Notwithstanding the foregoingimmediately preceding sentence, prior to receipt of the Required Parent Vote, the Board of Parent may effect a change in the Parent Board Recommendation if (i) the Board of Parent determines in good faith, after consultation with Parent’s outside legal counsel and financial advisors, that its failure to take such action would be reasonably expected to be inconsistent with its fiduciary duties under applicable Laws, (ii) the Board of Parent provides the Company with at least three (3) Business Days’ advance written notice of its intention to make a Change in the Parent Board Recommendation and specifying the material events giving rise thereto, and for purposes (iii) during such period, Parent and its Representatives shall negotiate in good faith with the Company and its Representatives to amend this Agreement so as to enable the Board of clarity, if Purchaser and any other Purchaser Subsidiary shall collectively acquire 44.0% Parent to proceed with its recommendation of the Fully Diluted outstanding shares Parent Proposal and at the end of the Company Common Stock through the Offer (as the same may be reduced under Section 1.3)such period, the Company shall not file or mail Board of Parent maintains its determination (after taking into account any agreed modification to the Proxy Statement or convene the Company Stockholders Meetingterms of this Agreement). (cf) Purchaser The Company and Parent shall each use their reasonable best efforts to cause all shares of the Company Common Stock purchased pursuant to Special Meeting and the Offer and all other shares of Company Common Stock owned by Purchaser or any Affiliate of Purchaser Parent Special Meeting to be voted in favor of held on the Top-Up Purchase and any Transactions for which stockholder approval is required by Lawsame date.

Preparation of Proxy Statement; Stockholders Meetings. (a) If the Offer approval of this Agreement by the Company's stockholders is consummated but does not result in required by Applicable Law, the Purchaser acquiring the amount of Company Common Stock contemplated in Article 1shall, at Parent's request, as soon as practicable following the Offer Closingexpiration of the Offer, the Company shall prepare and file with the SEC the Proxy Statement, Statement in preliminary form, seeking stockholder approval of the Top-Up Purchase and any other Transactions for which such approval is required by Law. Subject to the approval of the Board of Directors as constituted after the Offer Closing (the “Post-Offer Board”), the Proxy Statement also may include a proposal to amend the certificate of incorporation and bylaws of the Company to implement a restriction to prevent any new stockholders from acquiring shares representing 4.9% (or, if approved by the Post-Offer Board, 3.0%) of the outstanding shares of Company Common Stock (the “Acquisition Restrictions”). Each of the Company and Purchaser shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC and its staff with respect thereto. The Company shall notify Purchaser Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information information, and shall supply Purchaser Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. If at any time prior to receipt of the required stockholder vote Company Stockholder Approval, there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the holders of Company Common Stock Company's stockholders as promptly as practicable after filing with the SEC. (b) In conjunction with If the Proxy Statementapproval of this Agreement by the Company's stockholders is required by Applicable Law, the Company shall shall, as soon as practicable following the expiration of the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the “"Company Stockholders Meeting”") for the ---------------------------- purpose of seeking stockholder approval of the Top-Up Purchase and any other Transactions for which such approval is required by Law, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board). Unless the Company Board has withdrawn its recommendation of this AgreementStockholder Approval. The Company shall, the Top-Up Purchase or the other Transactions prior to the Offer Closing in compliance with Section 5.6(b), through the Company shall (i) through the Post-Offer Board, recommend to its stockholders that they vote in favor give the Company Stockholder Approval, except to the extent that the Company Board shall have withdrawn or modified its approval or recommendation of this Agreement, the Offer or the Merger as permitted by Section 5.02(b). Without limiting the generality of the Top-Up Purchase and any other Transactions for which stockholder approval is required by Law, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board), (ii) use its commercially reasonable efforts to solicit from stockholders of the Company proxies in favor of the adoption of this Agreement and approval of other Transactions for which stockholder approval is required by Law including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board), and (iii) take all other action reasonably necessary or advisable to secure the vote or consent of the holders of Company Common Stock required by applicable Law to effect the Top-Up Purchase and any other Transactions, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board).Once the Company Stockholders Meeting has been called and noticedforegoing, the Company shall not postpone or adjourn agrees that its obligations pursuant to the Company Stockholders Meeting without the consent first sentence of Purchaser, which this Section 6.01(b) shall not be unreasonably withheld or delayed (other than (x) for the absence of a quorum or (y) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Company believes in good faith is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed affected by the holders of Company Common Stock prior commencement, public proposal, public disclosure or communication to the Company Stockholders Meeting)of any Company Takeover Proposal. Notwithstanding the foregoing, and for purposes of clarityif Parent, if Purchaser and Sub or any other Purchaser Subsidiary subsidiary of Parent shall collectively acquire 44.0at least 90% of the Fully Diluted outstanding shares of each outstanding class of capital stock of the Company Common Stock through entitled to vote on the Merger, the parties shall, at the request of Parent, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer (as without a stockholders meeting in accordance with Section 253 of the same may be reduced under Section 1.3), the Company shall not file or mail the Proxy Statement or convene the Company Stockholders MeetingDGCL. (c) Purchaser Parent shall cause all shares of Company Common Capital Stock purchased pursuant to the Offer and all other shares of Company Common Capital Stock owned by Purchaser Parent, Sub or any Affiliate other subsidiary of Purchaser Parent to be voted in favor of the Top-Up Purchase and any Transactions for which stockholder approval is required by Lawof this Agreement.

Preparation of Proxy Statement; Stockholders Meetings. (a) If the Offer is consummated but does not result in adoption of this Agreement by the Purchaser acquiring the amount holders of Company Common Stock contemplated in Article 1is required by Law, the Company shall, at Parent’s request, as soon as practicable following the Offer ClosingExpiration Date, the Company shall prepare and file with the SEC the Proxy Statement, Statement in preliminary form, seeking stockholder approval of the Top-Up Purchase and any other Transactions for which such approval is required by Law. Subject to the approval of the Board of Directors as constituted after the Offer Closing (the “Post-Offer Board”), the Proxy Statement also may include a proposal to amend the certificate of incorporation and bylaws of the Company to implement a restriction to prevent any new stockholders from acquiring shares representing 4.9% (or, if approved by the Post-Offer Board, 3.0%) of the outstanding shares of Company Common Stock (the “Acquisition Restrictions”). Each each of the Company and Purchaser Parent shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC and its staff with respect thereto. The Company shall notify Purchaser Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply Purchaser Parent with copies of all correspondence between the Company or any of its representativesRepresentatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. If at any time prior to receipt of the required stockholder vote Required Company Stockholder Vote there shall occur any event that should is required to be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the holders of Company Common Stock as promptly as practicable after filing with the SEC. (b) In conjunction with If the Proxy Statementadoption of this Agreement by the holders of Company Common Stock is required by Law, the Company shall shall, at Parent’s request, as soon as practicable following the expiration of the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders Meeting”) for the purpose of seeking stockholder approval of the Top-Up Purchase and any other Transactions for which such approval is required by Law, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board)Required Company Stockholder Vote. Unless the Company Board has withdrawn its recommendation of this Agreement, the Top-Up Purchase Merger or the other Transactions prior to the Offer Closing in compliance with Section 5.6(b6.8(b), the Company shall (i) through the Post-Offer Board, recommend to its stockholders that they vote in favor of the Top-Up Purchase and any other Transactions for which stockholder approval is required by Law, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board), (ii) use its commercially reasonable efforts to solicit from stockholders of the Company proxies in favor of the adoption of this Agreement and approval of other Transactions for which stockholder approval is required by Law including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board), and (iii) shall take all other action reasonably necessary or advisable to secure the vote or consent of the holders of Company Common Stock required by applicable Law to effect the Top-Up Purchase and any other Transactions, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board).Once Merger. Once the Company Stockholders Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Stockholders Meeting without the consent of PurchaserParent, which shall not be unreasonably withheld or delayed delayed, except (other than (xi) for the absence of a quorum or (yii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Company it believes in good faith is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the holders of Company Common Stock prior to the Company Stockholders Meeting; provided that in the event that the Company Stockholders Meeting is delayed to a date after the Outside Date as a result of either (i) or (ii) above, then the Outside Date shall be extended to the fifth Business Day after the date of the Company Stockholders Meeting). Notwithstanding the foregoing, and for purposes of clarityif Parent, if Purchaser Merger Sub and any other Purchaser Parent Subsidiary shall collectively acquire 44.0or hold at least 90% of the Fully Diluted outstanding shares of the Company Common Stock through Stock, the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer (as without a stockholders meeting in accordance with Section 253 of the same may be reduced under Section 1.3), the Company shall not file or mail the Proxy Statement or convene the Company Stockholders MeetingDGCL. (c) Purchaser Parent shall cause all shares of Company Common Stock purchased pursuant to the Offer and all other shares of Company Common Stock owned by Purchaser Parent, Merger Sub or any Affiliate of Purchaser Parent Subsidiary to be voted in favor of the Top-Up Purchase and any Transactions for which stockholder approval is required by Lawadoption of this Agreement.

Preparation of Proxy Statement; Stockholders Meetings. (a) If the Offer is consummated but does not result in adoption of this Agreement by the Purchaser acquiring the amount holders of Company Common Stock contemplated in Article 1is required by Law, the Company shall, at Parent’s request, as soon as reasonably practicable following the Offer ClosingAcceptance Time, the Company shall prepare and file with the SEC the Proxy Statement, Statement in preliminary form, seeking stockholder approval of the Top-Up Purchase and any other Transactions for which such approval is required by Law. Subject to the approval of the Board of Directors as constituted after the Offer Closing (the “Post-Offer Board”), the Proxy Statement also may include a proposal to amend the certificate of incorporation and bylaws of the Company to implement a restriction to prevent any new stockholders from acquiring shares representing 4.9% (or, if approved by the Post-Offer Board, 3.0%) of the outstanding shares of Company Common Stock (the “Acquisition Restrictions”). Each each of the Company and Purchaser Parent shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC and its staff with respect thereto. The Company shall notify Purchaser Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply Purchaser Parent with copies of all correspondence between the Company or any of its representativesRepresentatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. If at any time prior to receipt of the required stockholder vote Required Company Stockholder Vote there shall occur any event that should is required to be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the holders of Company Common Stock as promptly as practicable after filing with the SEC. (b) In conjunction with If the Proxy Statementadoption of this Agreement by the holders of Company Common Stock is required by Law, the Company shall shall, at Parent’s request, as soon as reasonably practicable following the Acceptance Time, duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders Meeting”) for the purpose of seeking stockholder approval of the Top-Up Purchase and any other Transactions for which such approval is required by Law, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board)Required Company Stockholder Vote. Unless the Company Board has withdrawn its recommendation of this Agreement, the Top-Up Purchase Merger or the other Transactions prior to the Offer Closing in compliance with Section 5.6(b6.8(b), the Company shall (i) through the Post-Offer Board, recommend to its stockholders that they vote in favor of the Top-Up Purchase and any other Transactions for which stockholder approval is required by Law, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board), (ii) use its commercially reasonable efforts to solicit from stockholders of the Company proxies in favor of the adoption of this Agreement and approval of other Transactions for which stockholder approval is required by Law including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board), and (iii) shall take all other action reasonably necessary or advisable to secure the vote or consent of the holders of Company Common Stock required by applicable Law to effect the Top-Up Purchase and any other Transactions, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board).Once Merger. Once the Company Stockholders Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Stockholders Meeting without the consent of PurchaserParent, which shall not be unreasonably withheld or delayed delayed, except (other than (xi) for the absence of a quorum or (yii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Company it believes in good faith is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the holders of Company Common Stock prior to the Company Stockholders Meeting). Notwithstanding the foregoing, and for purposes of clarityif Parent, if Purchaser Merger Sub and any other Purchaser Parent Subsidiary shall collectively acquire 44.0or hold at least 90% of the Fully Diluted outstanding shares of the Company Common Stock through Stock, the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as reasonably practicable after the expiration of the Offer (as without a stockholders meeting in accordance with Section 253 of the same may be reduced under Section 1.3), the Company shall not file or mail the Proxy Statement or convene the Company Stockholders MeetingDGCL. (c) Purchaser Parent shall cause all shares of Company Common Stock purchased pursuant to the Offer and all other shares of Company Common Stock owned by Purchaser Parent, Merger Sub or any Affiliate of Purchaser Parent Subsidiary to be voted in favor of the Top-Up Purchase and any Transactions for which stockholder approval is required by Lawadoption of this Agreement.

Preparation of Proxy Statement; Stockholders Meetings. (a) If the Offer is consummated but does not result in adoption of this Agreement by the Purchaser acquiring the amount holders of Company Common Stock contemplated in Article 1is required by Law, the Company shall, at Parent’s request, as soon as practicable following the Offer ClosingAcceptance Time, the Company shall prepare and file with the SEC the Proxy Statement, Statement in preliminary form, seeking stockholder approval of the Top-Up Purchase and any other Transactions for which such approval is required by Law. Subject to the approval of the Board of Directors as constituted after the Offer Closing (the “Post-Offer Board”), the Proxy Statement also may include a proposal to amend the certificate of incorporation and bylaws of the Company to implement a restriction to prevent any new stockholders from acquiring shares representing 4.9% (or, if approved by the Post-Offer Board, 3.0%) of the outstanding shares of Company Common Stock (the “Acquisition Restrictions”). Each each of the Company and Purchaser Parent shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC and its staff with respect thereto. The Company shall notify Purchaser Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply Purchaser Parent with copies of all correspondence between the Company or any of its representativesRepresentatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. If at any time prior to receipt of the required stockholder vote Required Company Stockholder Vote there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the holders of Company Common Stock as promptly as practicable after filing with the SEC. (b) In conjunction with If the Proxy Statementadoption of this Agreement by the holders of Company Common Stock is required by Law, the Company shall shall, at Parent’s request, as soon as practicable following the Acceptance Time, duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders Meeting”) for the purpose of seeking stockholder approval of the Top-Up Purchase and any other Transactions for which such approval is required by Law, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board)Required Company Stockholder Vote. Unless the Company Board has withdrawn its recommendation of this Agreement, the Top-Up Purchase or the other Transactions prior to the Offer Closing in compliance with Section 5.6(b), the The Company shall (i) through the Post-Offer Board, recommend to its stockholders that they vote in favor of the Top-Up Purchase and any other Transactions for which stockholder approval is required by Law, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board), (ii) use its commercially reasonable best efforts to solicit from stockholders of the Company proxies in favor of the adoption of this Agreement and approval of other Transactions for which stockholder approval is required by Law including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board), and (iii) shall take all other action reasonably necessary or advisable to secure the vote or consent of the holders of Company Common Stock required by applicable Law to effect the Top-Up Purchase and any other Transactions, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board).Once Merger. Once the Company Stockholders Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Stockholders Meeting without the consent of PurchaserParent, which shall not be unreasonably withheld or delayed delayed, except (other than (xi) for the absence of a quorum or (yii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Company it believes in good faith is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the holders of Company Common Stock prior to the Company Stockholders Meeting); provided that in the event that the Company Stockholders Meeting is delayed to a date after the Outside Date as a result of either (i) or (ii) above, then the Outside Date shall be extended to the fifth business day after such date. The Company’s obligation to call, give notice of and hold the Company Stockholders Meeting shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Takeover Proposal or by any Company Change in Recommendation. Notwithstanding the foregoing, and for purposes of clarityif Parent, if Purchaser Merger Sub and any other Purchaser Subsidiary of Parent shall collectively acquire 44.0or hold at least 90% of the Fully Diluted outstanding shares of the Company Common Stock through Stock, the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer (as without a stockholders meeting in accordance with Section 253 of the same may be reduced under Section 1.3), the Company shall not file or mail the Proxy Statement or convene the Company Stockholders MeetingDGCL. (c) Purchaser Parent shall cause all shares of Company Common Stock purchased pursuant to the Offer and all other shares of Company Common Stock owned by Purchaser Parent, Merger Sub or any Affiliate Subsidiary of Purchaser Parent to be voted in favor of the Top-Up Purchase and any Transactions for which stockholder approval is required by Lawadoption of this Agreement.

Preparation of Proxy Statement; Stockholders Meetings. (a) If the Offer adoption of this Agreement by the holders of Shares is consummated but does not result in required by Law, the Purchaser acquiring the amount of Company Common Stock contemplated in Article 1shall, as soon as reasonably practicable following the Offer ClosingAcceptance Time, the Company shall prepare and file with the SEC the Proxy Statement, Statement in preliminary form, seeking stockholder approval of the Top-Up Purchase and any other Transactions for which such approval is required by Law. Subject to the approval of the Board of Directors as constituted after the Offer Closing (the “Post-Offer Board”), the Proxy Statement also may include a proposal to amend the certificate of incorporation and bylaws of the Company to implement a restriction to prevent any new stockholders from acquiring shares representing 4.9% (or, if approved by the Post-Offer Board, 3.0%) of the outstanding shares of Company Common Stock (the “Acquisition Restrictions”). Each each of the Company and Purchaser Parent shall use its commercially reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC and its staff with respect thereto. The Company shall notify Purchaser Parent as promptly as reasonably practicable of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply Purchaser Parent with copies of all correspondence between the Company or any of its representativesRepresentatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. The Company shall give Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement prior to its being filed with the SEC and shall give Parent and its counsel a reasonable opportunity to review and comment on all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC, and shall include in the Proxy Statement or such other document or response all comments reasonably proposed by Parent and its counsel. The Proxy Statement shall comply in all material respects with the requirements of applicable U.S. federal securities laws and on the date first filed with the SEC and on the date first sent or given to the Company’s stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that the Company makes no covenant, agreement, representation or warranty with respect to information supplied by Parent or Merger Sub for inclusion in the Proxy Statement. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent necessary such that the Proxy Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to receipt of the required stockholder vote Required Company Stockholder Vote there shall occur any event or any information should be discovered that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare take all steps necessary to amend or supplement the Proxy Statement and mail to its stockholders such an amendment cause the Proxy Statement as so amended or supplementsupplemented to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by applicable U.S. federal securities Laws. The Company shall use its commercially reasonable best efforts to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of Company Common Stock Shares as promptly as reasonably practicable after filing the Proxy Statement with the SECSEC and resolution of any comments thereon from and clearance by the SEC or its staff. (b) In conjunction with If the Proxy Statementadoption of this Agreement by the holders of Shares is required by Law, the Company, acting through the Company shall Board, shall, in consultation with Parent, as soon as reasonably practicable following the Acceptance Time duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders Meeting”) for the purpose of seeking stockholder approval of the Top-Up Purchase and any other Transactions for which such approval is required by Law, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board)Required Company Stockholder Vote. Unless the The Company Board has withdrawn its recommendation of this Agreement, the Top-Up Purchase or the other Transactions prior to the Offer Closing in compliance with Section 5.6(b), the Company shall (i) through recommend adoption of this Agreement (the Post-Offer Board“Company Voting Proposal”) by the stockholders of the Company and include such recommendation in the Proxy Statement and (ii) shall not withhold, recommend withdraw or modify, or publicly propose or resolve to its withhold, withdraw or modify in a manner adverse to Parent, the recommendation of the Company Board that the Company’s stockholders that they vote in favor of the Top-Up Purchase and Company Voting Proposal. Notwithstanding anything to the contrary contained herein, the Company, after consultation with Parent, may adjourn or postpone the Company Stockholders Meeting to the extent necessary to ensure that any other Transactions for which stockholder approval required supplement or amendment to the Proxy Statement is required provided to the Company stockholders. The Company shall, unless a Company Adverse Recommendation Change permitted by Law, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board)Section 6.8 has occurred, (iii) use its commercially reasonable best efforts to solicit or cause to be solicited from its stockholders of the Company proxies in favor of the adoption of this Agreement and approval of other Transactions for which stockholder approval is required by Law including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board), and (iiiii) take all other reasonable action reasonably necessary or advisable to secure the vote or consent of the holders of Required Company Common Stock required by applicable Law to effect the Top-Up Purchase and any other Transactions, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board).Once the Company Stockholders Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Stockholders Meeting without the consent of Purchaser, which shall not be unreasonably withheld or delayed (other than (x) for the absence of a quorum or (y) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Company believes in good faith is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the holders of Company Common Stock prior to the Company Stockholders Meeting). Notwithstanding the foregoing, and for purposes of clarity, if Purchaser and any other Purchaser Subsidiary shall collectively acquire 44.0% of the Fully Diluted outstanding shares of the Company Common Stock through the Offer (as the same may be reduced under Section 1.3), the Company shall not file or mail the Proxy Statement or convene the Company Stockholders MeetingStockholder Vote. (c) Purchaser At the Company Stockholders Meeting, Parent shall cause all shares of Company Common Stock Shares purchased pursuant to the Offer and all other shares of Company Common Stock Shares beneficially owned by Purchaser Parent, Merger Sub or any Subsidiary of Parent, and shall use its best efforts to cause any Shares beneficially owned by any non-controlled Affiliate of Purchaser Parent, to be present so as to be counted for quorum purposes and voted in favor of the Top-Up Purchase and any Transactions for which stockholder approval is required by LawCompany Voting Proposal.

Preparation of Proxy Statement; Stockholders Meetings. (a) If the Offer adoption of this Agreement by the holders of Shares is consummated but does not result in required by Law, the Purchaser acquiring the amount of Company Common Stock contemplated in Article 1shall, at Parent's request, as soon as practicable following the Offer ClosingAcceptance Time, the Company shall prepare and file with the SEC the Proxy Statement, Statement in preliminary form, seeking stockholder approval of the Top-Up Purchase and any other Transactions for which such approval is required by Law. Subject to the approval of the Board of Directors as constituted after the Offer Closing (the “Post-Offer Board”), the Proxy Statement also may include a proposal to amend the certificate of incorporation and bylaws of the Company to implement a restriction to prevent any new stockholders from acquiring shares representing 4.9% (or, if approved by the Post-Offer Board, 3.0%) of the outstanding shares of Company Common Stock (the “Acquisition Restrictions”). Each each of the Company and Purchaser Parent shall use its commercially reasonable best efforts to respond as promptly as practicable to any comments of the SEC and its staff with respect thereto. The Company shall notify Purchaser Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply Purchaser Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement, if a Company Stockholders Meeting is required, prior to its being filed with the SEC and shall give Parent and its counsel the opportunity to review all amendments and supplements to the Proxy Statement, if a Company Stockholders Meeting is required, and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. If at any time prior to receipt of the required stockholder vote Required Company Stockholder Vote there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. The Company shall use its commercially reasonable best efforts to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of Company Common Stock Shares as promptly as practicable after filing with the SECSEC and resolution of any comments thereon from the SEC or its staff. (b) In conjunction with If the Proxy Statementadoption of this Agreement by the holders of Shares is required by Law, the Company, acting through the Company Board, shall at Parent's request, as soon as practicable following the Acceptance Time, duly call, give notice of, convene and hold a meeting of its stockholders (the “"Company Stockholders Meeting”") for the purpose of seeking stockholder approval of the Top-Up Purchase and any other Transactions for which such approval is required by LawRequired Company Stockholder Vote. Subject to Section 6.8, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board). Unless i) the Company Board has withdrawn its shall recommend adoption of this Agreement (the "Company Voting Proposal") by the stockholders of the Company and include such recommendation in the Proxy Statement and (ii) the Company Board shall not withhold, withdraw or modify, or publicly propose or resolve to withhold, withdraw or modify in a manner adverse to Parent, the recommendation of this Agreement, the Top-Up Purchase or the other Transactions prior to the Offer Closing in compliance with Section 5.6(b), the Company shall (i) through Board that the Post-Offer Board, recommend to its Company's stockholders that they vote in favor of the Top-Up Purchase Company Voting Proposal. Subject to Section 6.8, the Company shall take all action that is both reasonable and any other Transactions for which stockholder approval is required by Law, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board), (ii) use its commercially reasonable efforts lawful to solicit from its stockholders of the Company proxies in favor of the adoption of this Agreement Required Company Stockholder Vote and approval of other Transactions for which stockholder approval is required by Law including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board), and (iii) shall take all other action reasonably necessary or advisable to secure the vote or consent of the holders stockholders of the Company Common Stock required by applicable Law the rules of The NASDAQ Stock Market LLC or the DGCL to effect obtain such approvals. Without limiting the Top-Up Purchase and generality of the foregoing, the Company's obligations under Section 6.1(a) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any other TransactionsTakeover Proposal or (ii) the withdrawal or modification of the Company Board of its approval or recommendation of this Agreement, including the Acquisition Restrictions (if such proposals are approved by Offer or the Post-Offer Board).Once Merger. Notwithstanding anything to the contrary contained in this Agreement, the Company, after consultation with Parent, may adjourn or postpone the Company Stockholders Meeting has been called and noticed(A) to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the Company's stockholders, (B) if as of the time for which the Company shall not postpone Stockholder's Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Shares represented (either in person or adjourn by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting without the consent of PurchaserMeeting, which shall not be unreasonably withheld or delayed (other than (xC) for the absence purpose of a quorum or (y) to allow reasonable soliciting additional time for the filing and mailing of any supplemental or amended disclosure which the Company believes in good faith is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the holders of Company Common Stock prior to the Company Stockholders Meeting)proxies. Notwithstanding the foregoing, and for purposes of clarityif Parent, if Purchaser Merger Sub and any other Purchaser Subsidiary Parent subsidiary shall collectively acquire 44.0at least 90% of the Fully Diluted outstanding shares Shares, Parent and Merger Sub shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable (and in any event within five (5) Business Days) after the expiration of the Company Common Stock through Offer without a stockholders meeting in accordance with Section 253 of the Offer (as the same may be reduced under Section 1.3), the Company shall not file or mail the Proxy Statement or convene the Company Stockholders MeetingDGCL. (c) Purchaser At the Company Stockholders Meeting, if the same is required, Parent shall cause all shares of Company Common Stock Shares purchased pursuant to the Offer and all other shares of Company Common Stock Shares beneficially owned by Purchaser Parent, Merger Sub or any Affiliate of Purchaser Parent Subsidiary to be present so as to be counted for quorum purposes and voted in favor of the Top-Up Purchase and any Transactions for which stockholder approval is required by Lawadoption of this Agreement.

Preparation of Proxy Statement; Stockholders Meetings. (a) If the Offer adoption of this Agreement by the holders of Shares is consummated but does not result in required by Law, the Purchaser acquiring the amount of Company Common Stock contemplated in Article 1shall, as soon as practicable following the Offer ClosingAcceptance Time, the Company shall prepare and file with the SEC the Proxy Statement, Statement in preliminary form, seeking stockholder approval of the Top-Up Purchase and any other Transactions for which such approval is required by Law. Subject to the approval of the Board of Directors as constituted after the Offer Closing (the “Post-Offer Board”), the Proxy Statement also may include a proposal to amend the certificate of incorporation and bylaws of the Company to implement a restriction to prevent any new stockholders from acquiring shares representing 4.9% (or, if approved by the Post-Offer Board, 3.0%) of the outstanding shares of Company Common Stock (the “Acquisition Restrictions”). Each each of the Company and Purchaser Parent shall use its commercially reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC and its staff with respect thereto. The Company shall notify Purchaser Parent as promptly as reasonably practicable of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply Purchaser Parent with copies of all material correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. The Company shall give Parent and its counsel a reasonable opportunity to review the Proxy Statement, if a Company Stockholders Meeting is required, prior to its being filed with the SEC and shall give Parent and its counsel a reasonable opportunity to review all amendments and supplements to the Proxy Statement, if a Company Stockholders Meeting is required, and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. If at any time prior to receipt of the required stockholder vote Required Company Stockholder Vote there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. The Proxy Statement shall comply in all material respects with the requirements of applicable U.S. federal securities laws and on the date first filed with the SEC and on the date first sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that the Company makes no covenant, agreement, representation or warranty with respect to information supplied by Parent or Merger Sub for inclusion in the Proxy Statement. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent necessary such that the Proxy Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company shall take all steps necessary to amend or supplement the Proxy Statement and to cause the Proxy Statement as so amended or supplemented to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by applicable U.S. federal securities Laws. The Company shall use its commercially reasonable best efforts to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of Company Common Stock Shares as promptly as reasonably practicable after filing the Proxy Statement with the SECSEC and resolution of any comments thereon from and clearance by the SEC or its staff. (b) In conjunction with If the Proxy Statementadoption of this Agreement by the holders of Shares is required by Law, the Company, acting through the Company Board, shall as soon as reasonably practicable following the Acceptance Time duly call, give notice of, convene and hold a meeting of its stockholders (the “"Company Stockholders Meeting”") for the purpose of seeking stockholder approval the Required Company Stockholder Vote. The Company Board (i) shall recommend adoption of this Agreement (the "Company Voting Proposal") by the stockholders of the Top-Up Purchase Company and any other Transactions for which include such approval is required by Lawrecommendation in the Proxy Statement and (ii) shall not withhold, including withdraw or modify, or publicly propose or resolve to withhold, withdraw or modify in a manner adverse to Parent, the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board). Unless recommendation of the Company Board has withdrawn its recommendation of this Agreement, that the Top-Up Purchase or the other Transactions prior to the Offer Closing in compliance with Section 5.6(b), the Company shall (i) through the Post-Offer Board, recommend to its Company's stockholders that they vote in favor of the Top-Up Purchase Company Voting Proposal. The Company shall take all action that is both reasonable and any other Transactions for which stockholder approval is required by Law, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board), (ii) use its commercially reasonable efforts lawful to solicit from its stockholders of the Company proxies in favor of the adoption of this Agreement Required Company Stockholder Vote and approval of other Transactions for which stockholder approval is required by Law including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board), and (iii) shall take all other action reasonably necessary or advisable to secure the vote or consent of the holders stockholders of the Company Common Stock required by applicable Law the rules of The NASDAQ Stock Market LLC or the DGCL to effect obtain such approvals. Notwithstanding anything to the Top-Up Purchase and any other Transactionscontrary contained in this Agreement, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board).Once Company, after consultation with Parent, may adjourn or postpone the Company Stockholders Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Stockholders Meeting without the consent of Purchaser, which shall not be unreasonably withheld or delayed (other than (x) for the absence of a quorum or (y) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Company believes in good faith is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the holders of Company Common Stock prior to the Company Stockholders Meeting). Notwithstanding the foregoing, and for purposes of clarity, if Purchaser and extent necessary to ensure that any other Purchaser Subsidiary shall collectively acquire 44.0% of the Fully Diluted outstanding shares of the Company Common Stock through the Offer (as the same may be reduced under Section 1.3), the Company shall not file required supplement or mail amendment to the Proxy Statement or convene is provided to the Company Stockholders MeetingCompany's stockholders. (c) Purchaser At the Company Stockholders Meeting, Parent shall cause all shares of Company Common Stock Shares purchased pursuant to the Offer and all other shares of Company Common Stock Shares beneficially owned by Purchaser Parent, Merger Sub or any subsidiary of Parent, and shall use its best efforts to cause any shares beneficially owned by any non-controlled Affiliate of Purchaser Parent, to be present so as to be counted for quorum purposes and voted in favor of the Top-Up Purchase and any Transactions for which stockholder approval is required by LawCompany Voting Proposal.

Preparation of Proxy Statement; Stockholders Meetings. (a) If the Offer is consummated but does not result in adoption of this Agreement by the Purchaser acquiring the amount holders of Company Common Stock contemplated in Article 1is required by Law, the Company shall, at Parent’s request, as soon as practicable following the Offer Closingexpiration of the Offer, the Company shall prepare and file with the SEC the Proxy Statement, Statement in preliminary form, seeking stockholder approval of the Top-Up Purchase and any other Transactions for which such approval is required by Law. Subject to the approval of the Board of Directors as constituted after the Offer Closing (the “Post-Offer Board”), the Proxy Statement also may include a proposal to amend the certificate of incorporation and bylaws of the Company to implement a restriction to prevent any new stockholders from acquiring shares representing 4.9% (or, if approved by the Post-Offer Board, 3.0%) of the outstanding shares of Company Common Stock (the “Acquisition Restrictions”). Each each of the Company and Purchaser Parent shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC and its staff with respect thereto. Parent and its counsel shall be given reasonable opportunity to review and comment upon the Proxy Statement and any amendments thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company. The Company shall notify Purchaser Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply Purchaser Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. If at any time prior to receipt of the required stockholder vote Required Company Stockholder Vote there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the holders of Company Common Stock as promptly as practicable after filing with the SEC. (b) In conjunction with If the Proxy Statementadoption of this Agreement by the holders of Company Common Stock is required by Law, the Company shall shall, at Parent’s request, as soon as practicable following the expiration of the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders Meeting”) for the purpose of seeking stockholder the Required Company Stockholder Vote, regardless of whether the Company Board or the Special Committee shall have withdrawn or modified its approval or recommendation of this Agreement, the Top-Up Purchase and any Merger or the other Transactions for which Transactions. The Company shall, through the Company Board, recommend to its stockholders that they give the Required Company Stockholder Vote; provided that the Company Board or the Special Committee may withdraw or modify such approval is required by Law, including recommendation to the Acquisition Restrictions (if such proposals are approved by the Post-Offer Boardextent permitted under Section 6.8(b). Unless the Company Board or the Special Committee has withdrawn its recommendation of this Agreement, the Top-Up Purchase Merger or the other Transactions prior to the Offer Closing in compliance with Section 5.6(b6.8(b), the Company shall (i) through the Post-Offer Board, recommend to its stockholders that they vote in favor of the Top-Up Purchase and any other Transactions for which stockholder approval is required by Law, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board), (ii) use its commercially reasonable efforts to solicit from stockholders of the Company proxies in favor of the adoption of this Agreement and approval of other Transactions for which stockholder approval is required by Law including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board), and (iii) shall take all other action reasonably necessary or advisable to secure the vote or consent of the holders of Company Common Stock required by applicable Law to effect the Top-Up Purchase and any other TransactionsMerger (including retaining, including the Acquisition Restrictions (if such proposals are approved at its sole expense, a proxy solicitation firm selected by the Post-Offer Board).Once Parent to act as a proxy solicitor). Once the Company Stockholders Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Stockholders Meeting without the consent of PurchaserParent, which shall not be unreasonably withheld or delayed (other than (xi) for the absence of a quorum or (yii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Company it believes in good faith is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the holders of Company Common Stock prior to the Company Stockholders Meeting). Notwithstanding the foregoing, and for purposes of clarityif Parent, if Purchaser Merger Sub and any other Purchaser Parent Subsidiary shall collectively acquire 44.0at least 90% of the Fully Diluted outstanding shares of the Company Common Stock through Stock, the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer (as without a stockholders meeting in accordance with Section 253 of the same may be reduced under Section 1.3), the Company shall not file or mail the Proxy Statement or convene the Company Stockholders MeetingDGCL. (c) Purchaser Parent shall cause all shares of Company Common Stock purchased pursuant to the Offer and all other shares of Company Common Stock owned by Purchaser Parent, Merger Sub or any Affiliate of Purchaser Parent Subsidiary to be voted in favor of the Top-Up Purchase and adoption of this Agreement. (d) Without limiting any Transactions for which stockholder approval other provision of this Agreement, whenever any party hereto becomes aware of any event or changes that is required to be set forth in an amendment or supplement to the Offer Documents, the Schedule 14D-9 and/or the Proxy Statement, such party shall promptly inform the other parties thereof and each of the parties shall cooperate in the preparation, filing with the SEC and (as and to the extent required by Lawapplicable Federal securities Laws) dissemination to the Company’s stockholders of such amendment or supplement.

Preparation of Proxy Statement; Stockholders Meetings. (a) If the Offer adoption of this Agreement by the holders of Shares is consummated but does not result in required by Law, the Purchaser acquiring the amount of Company Common Stock contemplated in Article 1shall, at Parent’s request, as soon as practicable following the Offer ClosingAcceptance Time, the Company shall prepare and file with the SEC the Proxy Statement, Statement in preliminary form, seeking stockholder approval of the Top-Up Purchase and any other Transactions for which such approval is required by Law. Subject to the approval of the Board of Directors as constituted after the Offer Closing (the “Post-Offer Board”), the Proxy Statement also may include a proposal to amend the certificate of incorporation and bylaws of the Company to implement a restriction to prevent any new stockholders from acquiring shares representing 4.9% (or, if approved by the Post-Offer Board, 3.0%) of the outstanding shares of Company Common Stock (the “Acquisition Restrictions”). Each each of the Company and Purchaser Parent shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC and its staff with respect thereto. The Company shall notify Purchaser Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply Purchaser Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement if a Company Stockholders Meeting is required prior to its being filed with the SEC and shall give Parent and its counsel the opportunity to review all amendments and supplements to the Proxy Statement if a Company Stockholders Meeting is required, and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. If at any time prior to receipt of the required stockholder vote Required Company Stockholder Vote there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. The Company shall use its reasonable best efforts to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of Company Common Stock Shares as promptly as practicable after filing with the SECSEC and resolution of any comments thereon from the SEC or its staff. (b) In conjunction with If the Proxy Statementadoption of this Agreement by the holders of Shares is required by Law, the Company, acting through the Company Board, shall at Parent’s request, as soon as practicable following the Acceptance Time, duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders Meeting”) for the purpose of seeking stockholder approval of the Top-Up Purchase and any other Transactions for which such approval is required by LawRequired Company Stockholder Vote. Subject to Section 6.8, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board). Unless i) the Company Board has withdrawn its shall recommend adoption of this Agreement (the “Company Voting Proposal”) by the stockholders of the Company and include such recommendation in the Proxy Statement and (ii) the Company Board shall not withhold, withdraw or modify, or publicly propose or resolve to withhold, withdraw or modify in a manner adverse to Parent, the recommendation of this Agreement, the Top-Up Purchase or the other Transactions prior to the Offer Closing in compliance with Section 5.6(b), the Company shall (i) through Board that the Post-Offer Board, recommend to its Company’s stockholders that they vote in favor of the Top-Up Purchase Company Voting Proposal. Subject to Section 6.8, the Company shall take all action that is both reasonable and any other Transactions for which stockholder approval is required by Law, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board), (ii) use its commercially reasonable efforts lawful to solicit from its stockholders of the Company proxies in favor of the adoption of this Agreement Required Company Stockholder Vote and approval of other Transactions for which stockholder approval is required by Law including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board), and (iii) shall take all other action reasonably necessary or advisable to secure the vote or consent of the holders stockholders of the Company Common Stock required by applicable Law the rules of FBCA to effect obtain such approvals. Without limiting the Top-Up Purchase and generality of the foregoing, the Company’s obligations under Section 6.1(a) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any other TransactionsTakeover Proposal or (ii) the withdrawal or modification of the Company Board of its approval or recommendation of this Agreement, including the Acquisition Restrictions (if such proposals are approved by Offer or the Post-Offer Board).Once Merger. Notwithstanding anything to the contrary contained in this Agreement, the Company, after consultation with Parent, may adjourn or postpone the Company Stockholders Meeting has been called and noticed(A) to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the Company’s stockholders, (B) if as of the time for which the Company shall not postpone Stockholder’s Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Shares represented (either in person or adjourn by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting without the consent of PurchaserMeeting, which shall not be unreasonably withheld or delayed (other than (xC) for the absence purpose of a quorum or (y) to allow reasonable soliciting additional time for the filing and mailing of any supplemental or amended disclosure which the Company believes in good faith is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the holders of Company Common Stock prior to the Company Stockholders Meeting)proxies. Notwithstanding the foregoing, and for purposes of clarityif Parent, if Purchaser Merger Sub and any other Purchaser Parent or Parent Subsidiary shall collectively acquire 44.0at least 80% of the Fully Diluted outstanding shares Shares, Parent and Merger Sub shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable (and in any event within five (5) Business Days) after the expiration of the Company Common Stock through the Offer (as including any “subsequent offering” period) without a stockholders meeting in accordance with the same may be reduced under Section 1.3), the Company shall not file or mail the Proxy Statement or convene the Company Stockholders MeetingFBCA. (c) Purchaser At the Company Stockholders Meeting, if the same is required, Parent shall cause all shares of Company Common Stock Shares purchased pursuant to the Offer and all other shares of Company Common Stock Shares beneficially owned by Purchaser Parent, Merger Sub or any Affiliate Subsidiary of Purchaser Parent to be present so as to be counted for quorum purposes and voted in favor of the Top-Up Purchase and any Transactions for which stockholder approval is required by Lawadoption of this Agreement.

Preparation of Proxy Statement; Stockholders Meetings. (a) If the Offer is consummated but does not result in the Purchaser acquiring the amount of Company Common Stock contemplated in Article 1, as As soon as practicable following the Offer Closingdate hereof, the Company shall shall, in cooperation with Parent, prepare and file with the SEC the Proxy Statement, Statement in preliminary form, seeking stockholder approval of the Top-Up Purchase and any other Transactions for which such approval is required by Law. Subject to the approval of the Board of Directors as constituted after the Offer Closing (the “Post-Offer Board”), the Proxy Statement also may include a proposal to amend the certificate of incorporation and bylaws of the Company to implement a restriction to prevent any new stockholders from acquiring shares representing 4.9% (or, if approved by the Post-Offer Board, 3.0%) of the outstanding shares of Company Common Stock (the “Acquisition Restrictions”). Each each of the Company and Purchaser Parent shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC and its staff with respect thereto. The Company shall notify Purchaser Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply Purchaser Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. If at any time prior to receipt of the required stockholder vote Required Company Stockholder Vote there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly notify Parent of such event and, in cooperation with Parent, prepare and mail to its stockholders such an amendment or supplement. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the holders of Company Common Stock as promptly as practicable after filing with the SEC. (b) In conjunction with As soon as practicable following the Proxy Statementdate hereof, the Company shall duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders Meeting”) for the purpose of seeking stockholder the Required Company Stockholder Vote, regardless of whether the Company Board shall have withdrawn or modified its approval or recommendation of this Agreement, the Top-Up Purchase and any Merger or the other Transactions for which Transactions. The Company shall, through the Company Board, recommend to its stockholders that they give the Required Company Stockholder Vote; provided that the Company Board may withdraw or modify such approval is required by Law, including recommendation to the Acquisition Restrictions (if such proposals are approved by the Post-Offer Boardextent permitted under Section 6.8(b). Unless the Company Board has withdrawn its recommendation of this Agreement, the Top-Up Purchase Merger or the other Transactions prior to the Offer Closing in compliance with Section 5.6(b6.8(b), (i) the Company shall (i) through the Post-Offer Board, recommend to its stockholders that they vote in favor of the Top-Up Purchase and any other Transactions for which stockholder approval is required by Law, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board), (ii) use its commercially reasonable best efforts to solicit from stockholders of the Company proxies in favor of the adoption of this Agreement and approval of other Transactions for which stockholder approval is required by Law including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board), and (iii) shall take all other action reasonably necessary or advisable to secure the vote or consent of the holders of Company Common Stock required by applicable Law to effect the Top-Up Purchase Merger, and any other Transactions(ii) without limiting the foregoing, including the Acquisition Restrictions (if such proposals are approved by Company shall retain a proxy solicitation firm reasonably acceptable to Parent for the Post-Offer Board).Once purpose of soliciting from the Company’s stockholders proxies in favor of the adoption of this Agreement. Once the Company Stockholders Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Stockholders Meeting without the consent of PurchaserParent, which shall not be unreasonably withheld or delayed (other than (xi) for the absence of a quorum or (yii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Company it believes in good faith faith, after consultation with counsel, is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the holders of Company Common Stock prior to the Company Stockholders Meeting). Notwithstanding ; provided that in the foregoing, and for purposes of clarity, if Purchaser and any other Purchaser Subsidiary shall collectively acquire 44.0% of the Fully Diluted outstanding shares of the Company Common Stock through the Offer (as the same may be reduced under Section 1.3), the Company shall not file or mail the Proxy Statement or convene event that the Company Stockholders MeetingMeeting is delayed to a date after the Outside Date as a result of either (i) or (ii) above, then the Outside Date shall be extended to the fifth business day after such date). (c) Purchaser Parent shall cause all shares of Company Common Stock purchased pursuant to the Offer and all other shares of Company Common Stock owned by Purchaser Parent, Merger Sub or any Affiliate of Purchaser Parent Subsidiary to be voted in favor of the Top-Up Purchase and any Transactions for which stockholder approval is required by Lawadoption of this Agreement.

Preparation of Proxy Statement; Stockholders Meetings. (a) If the Offer adoption of this Agreement by the holders of Shares is consummated but does not result in required by Law, the Purchaser acquiring the amount of Company Common Stock contemplated in Article 1shall, at Parent's request, as soon as practicable following the Offer ClosingAcceptance Time, the Company shall prepare and file with the SEC the Proxy Statement, Statement in preliminary form, seeking stockholder approval of the Top-Up Purchase and any other Transactions for which such approval is required by Law. Subject to the approval of the Board of Directors as constituted after the Offer Closing (the “Post-Offer Board”), the Proxy Statement also may include a proposal to amend the certificate of incorporation and bylaws of the Company to implement a restriction to prevent any new stockholders from acquiring shares representing 4.9% (or, if approved by the Post-Offer Board, 3.0%) of the outstanding shares of Company Common Stock (the “Acquisition Restrictions”). Each each of the Company and Purchaser Parent shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC and its staff with respect thereto. The Company shall notify Purchaser Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply Purchaser Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement if a Company Stockholders Meeting is required prior to its being filed with the SEC and shall give Parent and its counsel the opportunity to review all amendments and supplements to the Proxy Statement if a Company Stockholders Meeting is required, and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. If at any time prior to receipt of the required stockholder vote Required Company Stockholder Vote there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. The Company shall use its reasonable best efforts to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of Company Common Stock Shares as promptly as practicable after filing with the SECSEC and resolution of any comments thereon from the SEC or its staff. (b) In conjunction with If the Proxy Statementadoption of this Agreement by the holders of Shares is required by Law, the Company, acting through the Company Board, shall at Parent's request, as soon as practicable following the Acceptance Time, duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders "COMPANY STOCKHOLDERS Meeting”") for the purpose of seeking stockholder approval of the Top-Up Purchase and any other Transactions for which such approval is required by LawRequired Company Stockholder Vote. Subject to SECTION 6.8, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board). Unless i) the Company Board has withdrawn its shall recommend adoption of this Agreement (the "COMPANY VOTING PROPOSAL") by the stockholders of the Company and include such recommendation in the Proxy Statement and (ii) the Company Board shall not withhold, withdraw or modify, or publicly propose or resolve to withhold, withdraw or modify in a manner adverse to Parent, the recommendation of this Agreement, the Top-Up Purchase or the other Transactions prior to the Offer Closing in compliance with Section 5.6(b), the Company shall (i) through Board that the Post-Offer Board, recommend to its Company's stockholders that they vote in favor of the Top-Up Purchase Company Voting Proposal. Subject to SECTION 6.8, the Company shall take all action that is both reasonable and any other Transactions for which stockholder approval is required by Law, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board), (ii) use its commercially reasonable efforts lawful to solicit from its stockholders of the Company proxies in favor of the adoption of this Agreement Required Company Stockholder Vote and approval of other Transactions for which stockholder approval is required by Law including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board), and (iii) shall take all other action reasonably necessary or advisable to secure the vote or consent of the holders stockholders of the Company Common Stock required by applicable Law the rules of FBCA to effect obtain such approvals. Without limiting the Top-Up Purchase and generality of the foregoing, the Company's obligations under SECTION 6.1(A) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any other TransactionsTakeover Proposal or (ii) the withdrawal or modification of the Company Board of its approval or recommendation of this Agreement, including the Acquisition Restrictions (if such proposals are approved by Offer or the Post-Offer Board).Once Merger. Notwithstanding anything to the contrary contained in this Agreement, the Company, after consultation with Parent, may adjourn or postpone the Company Stockholders Meeting has been called and noticed(A) to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the Company's stockholders, (B) if as of the time for which the Company shall not postpone Stockholder's Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Shares represented (either in person or adjourn by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting without the consent of PurchaserMeeting, which shall not be unreasonably withheld or delayed (other than (xC) for the absence purpose of a quorum or (y) to allow reasonable soliciting additional time for the filing and mailing of any supplemental or amended disclosure which the Company believes in good faith is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the holders of Company Common Stock prior to the Company Stockholders Meeting)proxies. Notwithstanding the foregoing, and for purposes of clarityif Parent, if Purchaser Merger Sub and any other Purchaser Parent or Parent Subsidiary shall collectively acquire 44.0at least 80% of the Fully Diluted outstanding shares Shares, Parent and Merger Sub shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable (and in any event within five (5) Business Days) after the expiration of the Company Common Stock through the Offer (as including any "subsequent offering" period) without a stockholders meeting in accordance with the same may be reduced under Section 1.3), the Company shall not file or mail the Proxy Statement or convene the Company Stockholders MeetingFBCA. (c) Purchaser At the Company Stockholders Meeting, if the same is required, Parent shall cause all shares of Company Common Stock Shares purchased pursuant to the Offer and all other shares of Company Common Stock Shares beneficially owned by Purchaser Parent, Merger Sub or any Affiliate Subsidiary of Purchaser Parent to be present so as to be counted for quorum purposes and voted in favor of the Top-Up Purchase and any Transactions for which stockholder approval is required by Lawadoption of this Agreement.

Preparation of Proxy Statement; Stockholders Meetings. (a) If the Offer adoption of this Agreement by the holders of Shares is consummated but does not result in required by Law, the Purchaser acquiring the amount of Company Common Stock contemplated in Article 1shall, at Parent’s request, as soon as practicable following the Offer Closingexpiration of the Offer, the Company shall prepare and file with the SEC the Proxy Statement, Statement in preliminary form, seeking stockholder approval of the Top-Up Purchase and any other Transactions for which such approval is required by Law. Subject to the approval of the Board of Directors as constituted after the Offer Closing (the “Post-Offer Board”), the Proxy Statement also may include a proposal to amend the certificate of incorporation and bylaws of the Company to implement a restriction to prevent any new stockholders from acquiring shares representing 4.9% (or, if approved by the Post-Offer Board, 3.0%) of the outstanding shares of Company Common Stock (the “Acquisition Restrictions”). Each each of the Company and Purchaser Parent shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC and its staff with respect thereto. Parent and its counsel shall be given reasonable opportunity to review and comment upon the Proxy Statement and any amendments thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company. The Company shall notify Purchaser Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply Purchaser Parent with copies of all correspondence between the Company Company, or any of its representatives, on the one hand, and the SEC or its staff, staff on the other hand, with respect to the Proxy Statement. If at any time prior to receipt of the required stockholder vote Required Company Stockholder Vote there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the holders of Company Common Stock Shares as promptly as practicable after filing with the SEC. (b) In conjunction with If the Proxy Statementadoption of this Agreement by the holders of Shares is required by Law, the Parent shall cause the stockholders of the Company to take action by written consent of the holders of a majority of the Shares to obtain the Required Company Stockholder Vote, provided that if the Required Company Stockholder Vote can not be effected in such manner, then at Parent’s request, as soon as practicable following the expiration of the Offer, the Company shall duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders Meeting”) for the purpose of seeking stockholder the Required Company Stockholder Vote, regardless of whether the Company Board shall have withdrawn or modified its approval or recommendation of this Agreement, the Top-Up Purchase and any Merger or the other Transactions for which Transactions. The Company shall, through the Company Board, recommend to its stockholders that they give the Required Company Stockholder Vote; provided that the Company Board may withdraw or modify such approval is required by Law, including recommendation to the Acquisition Restrictions (if such proposals are approved by the Post-Offer Boardextent permitted under Section 6.7(b). Unless the Company Board has withdrawn its recommendation of this Agreement, the Top-Up Purchase Merger or the other Transactions prior to the Offer Closing in compliance with Section 5.6(b6.7(b), the Company shall (i) through the Post-Offer Board, recommend to its stockholders that they vote in favor of the Top-Up Purchase and any other Transactions for which stockholder approval is required by Law, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board), (ii) use its commercially reasonable efforts to solicit from stockholders of the Company proxies in favor of the adoption of this Agreement and approval of other Transactions for which stockholder approval is required by Law including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board), and (iii) shall take all other action reasonably necessary or advisable to secure the vote or consent of the holders of Company Common Stock Shares required by applicable Law to effect the Top-Up Purchase and any other TransactionsMerger (including retaining, including the Acquisition Restrictions (if such proposals are approved at its sole expense, a proxy solicitation firm selected by the Post-Offer Board).Once Parent to act as a proxy solicitor). Once the Company Stockholders Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Stockholders Meeting without the consent of PurchaserParent, which shall not be unreasonably withheld or delayed (other than (xi) for the absence of a quorum or (yii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Company it believes in good faith is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the holders of Company Common Stock Shares prior to the Company Stockholders Meeting). Notwithstanding the foregoing, and for purposes of clarityif Parent, if Purchaser Merger Sub and any other Purchaser Parent Subsidiary shall collectively acquire 44.0at least 90% of the Fully Diluted outstanding shares Shares, the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Company Common Stock through Offer without a stockholders meeting in accordance with Section 253 of the Offer (as the same may be reduced under Section 1.3), the Company shall not file or mail the Proxy Statement or convene the Company Stockholders MeetingDGCL. (c) Purchaser Parent shall cause all shares of Company Common Stock Shares purchased pursuant to the Offer and all other shares of Company Common Stock Shares owned by Purchaser Parent, Merger Sub or any Affiliate of Purchaser Parent Subsidiary to be voted in favor of the Top-Up Purchase and adoption of this Agreement. (d) Without limiting any Transactions for which stockholder approval other provision of this Agreement, whenever any party hereto becomes aware of any event or change that is required to be set forth in an amendment or supplement to the Offer Documents, the Schedule 14D-9 and/or the Proxy Statement, such party shall promptly inform the other parties thereof and each of the parties shall cooperate in the preparation, filing with the SEC and (as and to the extent required by Lawapplicable Federal securities Laws) dissemination to the Company’s stockholders of such amendment or supplement.

Preparation of Proxy Statement; Stockholders Meetings. (a) If As promptly as practicable after the Offer is consummated date hereof (but does not result in no event later than the later of (i) fifteen (15) days following the date of this Agreement and (ii) three (3) days after Parent and Merger Sub shall have provided to the Company all of the information regarding Parent and Merger Sub reasonably requested by the Company for inclusion in the Purchaser acquiring the amount of Company Common Stock contemplated in Article 1, as soon as practicable following the Offer ClosingProxy Statement), the Company shall prepare and file with the SEC the Proxy Statement, Statement in preliminary form, seeking stockholder approval . Each of Parent and Merger Sub shall promptly furnish in writing to the Top-Up Purchase Company all information concerning Parent and any other Transactions for which such approval Merger Sub that is required by applicable Law to be included in the Proxy Statement so as to enable the Company to comply with its obligations under this Section 6.1. Each of Parent, Merger Sub and the Company shall cooperate in good faith to determine the information regarding Parent and Merger Sub that is necessary to include in the Proxy Statement in order to satisfy applicable Law. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it or any of its directors, officers, employees, Affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps reasonably necessary to cause, as promptly as practicable, the Proxy Statement, as so corrected, to be filed with the SEC and mailed to the Company Stockholders as and to the extent required by applicable Law. Subject to and without limiting the approval rights of the Company Board of Directors as constituted after the Offer Closing (the “Post-Offer Board”)pursuant to Section 6.8, the Proxy Statement also may shall include a proposal to amend the certificate of incorporation and bylaws of the Company to implement a restriction to prevent any new stockholders from acquiring shares representing 4.9% (or, if approved by the Post-Offer Board, 3.0%) of the outstanding shares of Company Common Stock (the “Acquisition Restrictions”)Recommendation. Each of Unless the Company Board shall have effected a Change in Recommendation in accordance with Section 6.8, the Company shall provide Parent, Merger Sub and Purchaser their counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC, and the Company shall use its give reasonable best efforts to respond as promptly as practicable and good faith consideration to any comments of made by Parent, Merger Sub and their counsel (it being understood that Parent, Merger Sub and their counsel shall provide any comments thereon as soon promptly as reasonably practicable). Unless the SEC and its staff Company Board shall have effected a Change in Recommendation in accordance with respect thereto. The Section 6.8, the Company shall notify Purchaser promptly of provide in writing to Parent, Merger Sub and their counsel any and all comments or other communications, whether written or oral, that the receipt of any comments Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receipt, and unless the Company Board shall have effected a Change in Recommendation, the Company shall provide Parent, Merger Sub and their counsel a reasonable opportunity to participate in the formulation of any request by response to any such comments of the SEC or its staff for amendments or supplements (including a reasonable opportunity to the Proxy Statement or for additional information review and shall supply Purchaser with copies of all correspondence between comment on any such response, to which the Company or shall give reasonable and good faith consideration to any of its representativescomments made by Parent, on the one hand, Merger Sub and their counsel) and to participate in any discussions with the SEC or its staffstaff regarding any such comments. Unless the Company Board shall have effected a Change in Recommendation in accordance with Section 6.8, on the other hand, with respect to the Proxy Statement. If if at any time prior to receipt of the required stockholder vote Company Stockholder Vote there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare notify Parent, Merger Sub and mail their counsel of such event and the Company shall provide Parent, Merger Sub and their counsel a reasonable opportunity to its stockholders such an review and comment on any amendment or supplement. The Company shall use its reasonable best efforts supplement to cause the Proxy Statement to be mailed prior to the holders of filing thereof with the SEC or the mailing thereof to the Company Common Stock Stockholders, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Merger Sub and their counsel (it being understood that Parent, Merger Sub and their counsel shall provide any comments thereon as soon promptly as reasonably practicable). As promptly as practicable after filing with the SEC. Proxy Statement Clearance Date, the Company shall mail to the Company Stockholders the Proxy Statement and all other proxy materials required to be mailed therewith. The “Proxy Statement Clearance Date” shall mean the date on which the staff of the SEC has, orally or in writing, confirmed to the Company or its counsel that it has no further comments on the Proxy Statement (b) In conjunction with or, if the staff of the SEC has not informed the Company that it intends to review the Proxy Statement, the Company shall duly call, give notice of, convene and hold a meeting of its stockholders (first date following the “Company Stockholders Meeting”) for tenth calendar day following the purpose of seeking stockholder approval filing of the Top-Up Purchase and any other Transactions for which such approval is required by Law, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Boardpreliminary Proxy Statement). Unless the Company Board has withdrawn its recommendation of this Agreement, the Top-Up Purchase or the other Transactions prior to the Offer Closing in compliance with Section 5.6(b), the Company shall (i) through the Post-Offer Board, recommend to its stockholders that they vote in favor of the Top-Up Purchase and any other Transactions for which stockholder approval is required by Law, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board), (ii) use its commercially reasonable efforts to solicit from stockholders of the Company proxies in favor of the adoption of this Agreement and approval of other Transactions for which stockholder approval is required by Law including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board), and (iii) take all other action reasonably necessary or advisable to secure the vote or consent of the holders of Company Common Stock required by applicable Law to effect the Top-Up Purchase and any other Transactions, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board).Once the Company Stockholders Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Stockholders Meeting without the consent of Purchaser, which shall not be unreasonably withheld or delayed (other than (x) for the absence of a quorum or (y) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Company believes in good faith is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the holders of Company Common Stock prior to the Company Stockholders Meeting). Notwithstanding the foregoing, and for purposes of clarity, if Purchaser and any other Purchaser Subsidiary shall collectively acquire 44.0% of the Fully Diluted outstanding shares of the Company Common Stock through the Offer (as the same may be reduced under Section 1.3), the Company shall not file or mail the Proxy Statement or convene the Company Stockholders Meeting. (c) Purchaser shall cause all shares of Company Common Stock purchased pursuant to the Offer and all other shares of Company Common Stock owned by Purchaser or any Affiliate of Purchaser to be voted in favor of the Top-Up Purchase and any Transactions for which stockholder approval is required by Law.

Preparation of Proxy Statement; Stockholders Meetings. (a) If the Offer is consummated but does not result in adoption of this Agreement by the Purchaser acquiring the amount holders of Company Common Stock contemplated in Article 1is required by Law, the Company shall, as soon as practicable following the Offer ClosingAcceptance Time, the Company shall prepare and file with the SEC the Proxy Statement, Statement in preliminary formform and shall file or join Merger Sub in filing the Schedule 13E-3, seeking stockholder approval of the Top-Up Purchase and any other Transactions for which such approval is required by Law. Subject to the approval of the Board of Directors as constituted after the Offer Closing (the “Post-Offer Board”), the Proxy Statement also may include a proposal to amend the certificate of incorporation and bylaws of the Company to implement a restriction to prevent any new stockholders from acquiring shares representing 4.9% (or, if approved by the Post-Offer Board, 3.0%) of the outstanding shares of Company Common Stock (the “Acquisition Restrictions”). Each each of the Company and Purchaser Parent shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC and its staff with respect theretothereto and promptly correct any information provided by it for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall take all steps necessary to amend or supplement the Proxy Statement and to cause the Proxy Statement as so amended or supplemented to be filed with the SEC and disseminated to the holders of Company Common Stock, in each case as and to the extent required by applicable federal securities Laws. Parent and its counsel shall be given reasonable opportunity to review and comment upon the Proxy Statement and any amendments or supplements thereto a reasonable time prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company, and the Company, the Special Committee and their respective counsel shall consider in good faith any comments thereto made by Parent or its counsel. The Company shall notify Purchaser promptly of the receipt (i) provide Parent and its counsel with any written comments or requests (and inform them of any oral comments or requests) for additional information the Company, the Special Committee or any of their respective representatives may receive from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply Purchaser with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. If at Statement promptly after the receipt of such comments or requests, (ii) provide to Parent and its counsel a reasonable opportunity to review and comment upon any written responses thereto a reasonable time prior to receipt of the required stockholder vote there shall occur responding to such comments or requests, (iii) consider in good faith any event that should be set forth in an amendment comments thereto made by Parent or supplement its counsel, and (iv) consult (to the Proxy Statement, extent practicable) with Parent and/or its counsel prior to making any material oral responses or engaging in any material discussions with the SEC staff. The Company shall use reasonable best efforts to permit Parent and its counsel to participate with the Company shall promptly prepare and mail to or its stockholders such an amendment representatives in any material discussions or supplementmeetings with the SEC. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the holders of Company Common Stock as promptly as practicable after filing with clearance of the Proxy Statement by the SEC. (b) In conjunction with If the Proxy Statementadoption of this Agreement by the holders of Company Common Stock is required by Law, the Company shall shall, as soon as practicable following the expiration of the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders Meeting”) for the purpose of seeking stockholder approval of the Top-Up Purchase and any other Transactions for which such approval is required by Law, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board)Required Company Stockholder Vote. Unless the Special Committee or the Company Board has withdrawn its recommendation of this Agreement, the Top-Up Purchase or the other Transactions prior to the Offer Closing made a Company Change in Recommendation in compliance with Section 5.6(b)6.6, the Company shall (i) through include the Post-Offer Board, recommend to its stockholders that they vote in favor of the Top-Up Purchase Special Committee Recommendation and any other Transactions for which stockholder approval is required by Law, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board), (ii) use its commercially reasonable efforts to solicit from stockholders of the Company proxies Board Recommendation in favor of the adoption of this Agreement and approval of other Transactions for which stockholder approval is required by Law including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board), and (iii) take all other action reasonably necessary or advisable to secure the vote or consent of the holders of Company Common Stock required by applicable Law to effect the Top-Up Purchase and any other Transactions, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board).Once Proxy Statement. Once the Company Stockholders Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Stockholders Meeting without the consent of Purchaser, Parent (which consent shall not be unreasonably withheld withheld, conditioned or delayed delayed), except (other than (xi) for the absence of a quorum or (yii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Company it believes in good faith is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the holders of Company Common Stock prior to the Company Stockholders Meeting); provided that in the event that the Company Stockholders Meeting is delayed to a date after the Outside Date as a result of either (i) or (ii) above, then the Outside Date shall be extended to the third Business Day after the date of the Company Stockholders Meeting. Notwithstanding the foregoing, if the 90% Requirement is satisfied, the parties shall take all necessary and for purposes of clarity, if Purchaser and any other Purchaser Subsidiary shall collectively acquire 44.0% appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Fully Diluted outstanding shares Offer without a stockholders meeting in accordance with Section 253 of the Company Common Stock through the Offer (as the same may be reduced under Section 1.3), the Company shall not file or mail the Proxy Statement or convene the Company Stockholders MeetingDGCL. (c) Purchaser Parent shall cause all shares of Company Common Stock purchased pursuant to the Offer and all other shares of Company Common Stock owned by Purchaser or any Affiliate of Purchaser the Danfoss Group to be voted in favor of the Top-Up Purchase and any Transactions for which stockholder approval is required by Lawadoption of this Agreement.

Preparation of Proxy Statement; Stockholders Meetings. (a) If the Offer is consummated but does not result in the Purchaser acquiring the amount of Company Common Stock contemplated in Article 1, as As soon as practicable following the Offer Closingdate of this Agreement, the Company (x) Office Depot and OfficeMax shall jointly prepare and file shall cause to be filed with the SEC Commission the Joint Proxy StatementStatement in preliminary form and (y) Office Depot shall prepare, together with OfficeMax, and cause to be filed with the Commission the Registration Statement in preliminary form, seeking stockholder approval of in which the Top-Up Purchase and any other Transactions for which such approval is required by Law. Subject to the approval of the Board of Directors as constituted after the Offer Closing (the “Post-Offer Board”), the Joint Proxy Statement also may include will be included as a proposal to amend the certificate of incorporation and bylaws of the Company to implement a restriction to prevent any new stockholders from acquiring shares representing 4.9% prospectus. (or, if approved by the Post-Offer Board, 3.0%b) of the outstanding shares of Company Common Stock (the “Acquisition Restrictions”). Each of the Company Office Depot and Purchaser OfficeMax shall use its reasonable best efforts to respond have the Joint Proxy Statement cleared by the Commission and the Registration Statement declared effective by the Commission as promptly as practicable and to any comments maintain the effectiveness of the SEC Registration Statement through the Second Effective Time. Each of Office Depot and OfficeMax shall promptly furnish all information concerning it or its staff stockholders to the other, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Registration Statement and the Joint Proxy Statement. The Joint Proxy Statement and the Registration Statement shall include all information reasonably requested by such other party to be included therein. Each of Office Depot and OfficeMax shall, as promptly as practicable after the receipt thereof, provide the other party with copies of any written comments and advise the other party of any oral comments with respect thereto. The Company shall notify Purchaser promptly of to the receipt of any comments Joint Proxy Statement and the Registration Statement received from the SEC or its staff and of Commission, including any request by from the SEC or its staff Commission for amendments or supplements to the Proxy Registration Statement or for additional information Joint Proxy Statement, and shall supply Purchaser provide the other with copies of all correspondence between the Company or any of it and its representativesRepresentatives, on the one hand, and the SEC or its staffCommission, on the other hand. Notwithstanding the foregoing, prior to filing the Registration Statement or mailing the Joint Proxy Statement or responding to any comments of the Commission with respect thereto, each of Office Depot and OfficeMax (i) shall provide the other with a reasonable opportunity to review and comment on such document or response (including the Proxy Statementproposed final version of such document or response) and (ii) shall give due consideration to including in such document or response any comments reasonably proposed by the other. If at any time prior to Each of Office Depot and OfficeMax shall advise the other, promptly after receipt of notice thereof, of the required stockholder vote there shall occur any event that should be set forth in an amendment or supplement to time of effectiveness of the Proxy Registration Statement, the Company shall promptly prepare issuance of any stop order relating thereto or the suspension of the qualification of shares of Office Depot Common Stock for offering or sale in any jurisdiction, and mail to its stockholders such an amendment or supplement. The Company each of Office Depot and OfficeMax shall use its reasonable best efforts to cause have any such stop order or suspension lifted, reversed or otherwise terminated. Office Depot shall also use its reasonable best efforts to take any other action (other than qualifying to do business in any jurisdiction in which it is not so qualified on the Proxy Statement date of this Agreement) required to be mailed taken under any applicable securities laws, rules or regulations in connection with the Transactions, the issuance of shares of Office Depot Common Stock pursuant to this Agreement and the treatment of OfficeMax Options and OfficeMax Stock-Based Awards pursuant to Section 2.6, and OfficeMax shall furnish all information concerning OfficeMax and the holders of Company OfficeMax Common Stock Stock, OfficeMax Options and OfficeMax Stock-Based Awards as may be reasonably requested in connection with any such action. (c) If, at any time prior to the Second Effective Time, either party obtains knowledge of any information pertaining to it or previously provided by it for inclusion in the Registration Statement or the Joint Proxy Statement that would require any amendment or supplement to the Registration Statement or the Joint Proxy Statement so that any of such documents would not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, such party shall promptly as practicable after advise the other party and Office Depot and OfficeMax shall cooperate in the prompt filing with the SECCommission of any necessary amendment or supplement to the Joint Proxy Statement and the Registration Statement and, as required by Applicable Law, in disseminating the information contained in such amendment or supplement to the Office Depot Stockholders and the OfficeMax Stockholders. (bd) In conjunction with Office Depot shall, as soon as practicable following the Proxy Statementdate the Registration Statement is declared effective by the Commission, the Company shall (i) duly call, give notice of, convene and hold a special meeting of its stockholders the Office Depot Stockholders (the “Company Office Depot Stockholders Meeting”) for purposes of obtaining the purpose Office Depot Stockholder Approval and (ii) in furtherance thereof, use its reasonable best efforts to cause the Joint Proxy Statement to be distributed to the Office Depot Stockholders. Without the prior written consent of seeking stockholder approval of OfficeMax, no proposals other than the Top-Up Purchase Office Depot Stockholder Approval and any other Transactions for which routine proposals required in connection with such approval is required by Law, including shall be included in the Acquisition Restrictions (if such proposals are approved by Joint Proxy Statement or transacted at the Post-Offer Board)Office Depot Stockholders Meeting. Unless the Company Office Depot Board shall have made an Office Depot Change of Recommendation as permitted by Section 6.10(e) or Section 6.10(f), Office Depot shall use its reasonable best efforts to solicit the Office Depot Stockholder Approval and shall include the Office Depot Board Recommendation in the Joint Proxy Statement. Office Depot agrees that, unless this Agreement has withdrawn its recommendation of this Agreement, the Top-Up Purchase or the other Transactions prior to the Offer Closing been terminated in compliance accordance with Section 5.6(b)8.1, its obligations pursuant to this Section 5.1 shall not be affected by the Company shall commencement, public proposal, public disclosure or communication to Office Depot of any Office Depot Acquisition Proposal or by the effecting of an Office Depot Change of Recommendation by the Office Depot Board. (e) OfficeMax shall, as soon as practicable following the date the Registration Statement is declared effective by the Commission, (i) through the Post-Offer Boardduly call, recommend to its stockholders that they vote in favor give notice of, convene and hold a special meeting of the Top-Up Purchase OfficeMax Stockholders (the “OfficeMax Stockholders Meeting”) for purposes of obtaining the OfficeMax Stockholder Approval and any other Transactions for which stockholder approval is required by Law, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board), (ii) in furtherance thereof, use its commercially reasonable best efforts to cause the Joint Proxy Statement to be distributed to the OfficeMax Stockholders. Without the prior written consent of Office Depot, no proposals other than the OfficeMax Stockholder Approval and routine proposals required in connection with such approval shall be included in the Joint Proxy Statement or transacted at the OfficeMax Stockholders Meeting. Unless the OfficeMax Board shall have made an OfficeMax Change of Recommendation as permitted by Section 6.11(e) or Section 6.11(f), OfficeMax shall use its reasonable best efforts to solicit from stockholders of the Company proxies OfficeMax Stockholder Approval and shall include the OfficeMax Board Recommendation in favor of the adoption of Joint Proxy Statement. OfficeMax agrees that, unless this Agreement and approval of other Transactions for which stockholder approval is required by Law including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board), and (iii) take all other action reasonably necessary or advisable to secure the vote or consent of the holders of Company Common Stock required by applicable Law to effect the Top-Up Purchase and any other Transactions, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board).Once the Company Stockholders Meeting has been called and noticedterminated in accordance with Section 8.1, the Company shall not postpone or adjourn the Company Stockholders Meeting without the consent of Purchaser, which its obligations pursuant to this Section 5.1 shall not be unreasonably withheld affected by the commencement, public proposal, public disclosure or delayed (other than (x) for the absence of a quorum or (y) communication to allow reasonable additional time for the filing and mailing OfficeMax of any supplemental OfficeMax Acquisition Proposal or amended disclosure which the Company believes in good faith is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the holders effecting of Company Common Stock prior to an OfficeMax Change of Recommendation by the Company Stockholders Meeting). Notwithstanding the foregoing, and for purposes of clarity, if Purchaser and any other Purchaser Subsidiary shall collectively acquire 44.0% of the Fully Diluted outstanding shares of the Company Common Stock through the Offer (as the same may be reduced under Section 1.3), the Company shall not file or mail the Proxy Statement or convene the Company Stockholders MeetingOffice Depot Board. (cf) Purchaser Office Depot and OfficeMax shall use their reasonable best efforts to cause all shares of Company Common Stock purchased pursuant the Office Depot Stockholders Meeting and the OfficeMax Stockholders Meeting to occur on the Offer and all other shares of Company Common Stock owned by Purchaser or any Affiliate of Purchaser to be voted in favor of the Top-Up Purchase and any Transactions for which stockholder approval is required by Lawsame date.

Preparation of Proxy Statement; Stockholders Meetings. (a) If the Offer adoption of this Agreement by the holders of Shares is consummated but does not result in required by Law, the Purchaser acquiring the amount of Company Common Stock contemplated in Article 1shall, as soon as practicable following the expiration of the Offer Closing(or, if applicable, following the Company shall expiration of any Subsequent Offering Period), prepare and file with the SEC the Proxy Statement, Statement in preliminary form, seeking stockholder approval of the Top-Up Purchase and any other Transactions for which such approval is required by Law. Subject to the approval of the Board of Directors as constituted after the Offer Closing (the “Post-Offer Board”), the Proxy Statement also may include a proposal to amend the certificate of incorporation and bylaws of the Company to implement a restriction to prevent any new stockholders from acquiring shares representing 4.9% (or, if approved by the Post-Offer Board, 3.0%) of the outstanding shares of Company Common Stock (the “Acquisition Restrictions”). Each each of the Company and Purchaser Parent shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC and its staff with respect thereto. The Parent, Merger Sub and the Company shall cooperate with each other in the preparation of the Proxy Statement and the Company shall notify Purchaser Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply Purchaser Parent with copies of all correspondence between the Company or any of its representativesdirectors, officers, employees, investment bankers, financial advisors, attorneys, accountants, agents and other representatives (collectively, “Representatives”), on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement, if required, prior to its being filed with the SEC and shall give Parent and its counsel the opportunity to review all amendments and supplements to the Proxy Statement, if required, and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. If at any time prior to receipt of the required stockholder vote Required Company Stockholder Vote there shall occur any event that should the Company determines as in good faith is to be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, without Parent’s approval, which will not be unreasonably conditioned, withheld or delayed. Subject to the preceding sentence, the Company shall use its it reasonable best efforts to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of Company Common Stock Shares as promptly as practicable after filing with the SEC. Parent and Merger Sub shall furnish all information concerning Parent and Merger Sub (and their respective Affiliates, if applicable) as the Company may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement and any supplements or amendments to the Proxy Statement. (b) In conjunction with If the Proxy Statementadoption of this Agreement by the holders of Shares is required by Law, the Company shall shall, at Parent’s request, as soon as practicable following the Acceptance Time, duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders Meeting”) for the purpose of seeking stockholder approval of the Top-Up Purchase and any other Transactions for which such approval is required by Law, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board)Required Company Stockholder Vote. Unless the Company Board has withdrawn its recommendation of this Agreement, the Top-Up Purchase or the other Transactions prior to the Offer Closing in compliance with Section 5.6(b), the Company shall (i) through the Post-Offer Board, recommend to its stockholders that they vote in favor of the Top-Up Purchase and any other Transactions for which stockholder approval is required by Law, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board), (ii) use its commercially reasonable efforts to solicit from stockholders of the Company proxies in favor of the adoption of this Agreement and approval of other Transactions for which stockholder approval is required by Law including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board), and (iii) take all other action reasonably necessary or advisable to secure the vote or consent of the holders of Company Common Stock required by applicable Law to effect the Top-Up Purchase and any other Transactions, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board).Once Once the Company Stockholders Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Stockholders Meeting without the consent of Purchaser, which shall not be unreasonably withheld or delayed (other than (x) for the absence of a quorum or (y) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Company believes in good faith is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the holders of Company Common Stock prior to the Company Stockholders Meeting). Parent Notwithstanding the foregoing, and for purposes of clarityif Parent, if Purchaser Merger Sub and any other Purchaser Subsidiary subsidiary of Parent shall collectively acquire 44.0at least 90% of the Fully Diluted outstanding shares Shares, the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after such acquisition, without a stockholders meeting, in accordance with Section 253 of the Company Common Stock through the Offer (as the same may be reduced under Section 1.3), the Company shall not file or mail the Proxy Statement or convene the Company Stockholders MeetingDGCL. (c) Purchaser At the Company Stockholders Meeting, if such Company Stockholders Meeting is required, Parent shall cause all shares of Company Common Stock Shares purchased pursuant to the Offer and all other shares of Company Common Stock Shares owned by Purchaser or Parent and any Affiliate of Purchaser its subsidiaries (including Merger Sub) to be voted in favor of the Top-Up Purchase and any Transactions for which stockholder approval is required by Lawadoption of this Agreement.

Preparation of Proxy Statement; Stockholders Meetings. (a) If the Offer is consummated but does not result in adoption of this Agreement by the Purchaser acquiring the amount holders of Company Common Stock contemplated in Article 1is required by Law, the Company shall, at Parent’s request, as soon as practicable following the Offer ClosingAcceptance Time, the Company shall prepare and file with the SEC the Proxy Statement, Statement in preliminary form, seeking stockholder approval of the Top-Up Purchase and any other Transactions for which such approval is required by Law. Subject to the approval of the Board of Directors as constituted after the Offer Closing (the “Post-Offer Board”), the Proxy Statement also may include a proposal to amend the certificate of incorporation and bylaws of the Company to implement a restriction to prevent any new stockholders from acquiring shares representing 4.9% (or, if approved by the Post-Offer Board, 3.0%) of the outstanding shares of Company Common Stock (the “Acquisition Restrictions”). Each each of the Company and Purchaser Parent shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC and its staff with respect thereto. The Company shall notify Purchaser Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply Purchaser Parent with copies of all correspondence between the Company or any of its representativesRepresentatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. If at any time prior to receipt of the required stockholder vote Required Company Stockholder Vote there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the holders of Company Common Stock as promptly as practicable after filing with the SEC. (b) In conjunction with If the Proxy Statementadoption of this Agreement by the holders of Company Common Stock is required by Law, the Company shall shall, at Parent’s request, as soon as practicable following the Acceptance Time, duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders Meeting”) for the purpose of seeking stockholder approval of the Top-Up Purchase and any other Transactions for which such approval is required by Law, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board)Required Company Stockholder Vote. Unless the Company Board has withdrawn its recommendation of this Agreement, the Top-Up Purchase or the other Transactions prior to the Offer Closing in compliance with Section 5.6(b), the The Company shall (i) through the Post-Offer Board, recommend to its stockholders that they vote in favor of the Top-Up Purchase and any other Transactions for which stockholder approval is required by Law, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board), (ii) use its commercially reasonable efforts to solicit from stockholders of the Company proxies in favor of the adoption of this Agreement and approval of other Transactions for which stockholder approval is required by Law including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board), and (iii) shall take all other action reasonably necessary or advisable to secure the vote or consent of the holders of Company Common Stock required by applicable Law to effect the Top-Up Purchase and any other Transactions, including the Acquisition Restrictions (if such proposals are approved by the Post-Offer Board).Once Merger. Once the Company Stockholders Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Stockholders Meeting without the consent of PurchaserParent, which shall not be unreasonably withheld or delayed (other than (xi) for the absence of a quorum or (yii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Company it believes in good faith is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the holders of Company Common Stock prior to the Company Stockholders Meeting); provided that in the event that the Company Stockholders Meeting is delayed to a date after the Outside Date as a result of either (i) or (ii) above, then the Outside Date shall be extended to the fifth business day after such date. Notwithstanding the foregoing, and for purposes of clarityif Parent, if Purchaser Merger Sub and any other Purchaser Parent Subsidiary shall collectively acquire 44.0at least 90% of the Fully Diluted outstanding shares of the Company Common Stock through Stock, the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer (as without a stockholders meeting in accordance with Section 253 of the same may be reduced under Section 1.3), the Company shall not file or mail the Proxy Statement or convene the Company Stockholders MeetingDGCL. (c) Purchaser Parent shall cause all shares of Company Common Stock purchased pursuant to the Offer and all other shares of Company Common Stock owned by Purchaser Parent, Merger Sub or any Affiliate of Purchaser Parent Subsidiary to be voted in favor of the Top-Up Purchase and any Transactions for which stockholder approval is required by Lawadoption of this Agreement.