Common use of Preparation of Proxy Statement Clause in Contracts

Preparation of Proxy Statement. If required by applicable Law in order to consummate the Merger, the Company shall, as soon as practicable following the Acceptance Time, prepare and file with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) a proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”). The Company shall respond to any comments of the SEC or its staff (after providing the Buyer with a reasonable opportunity to review and comment thereon) and shall cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after the resolution of any such comments. The Company shall promptly notify the Buyer of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, the Agreement or the transactions contemplated by the Agreement. The Company will cause the Proxy Statement to comply in all material respects with applicable Law, including the applicable provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time there shall occur any event, or there shall be discovered any information, that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be filed promptly by the Company with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the transactions contemplated by the Agreement.

Preparation of Proxy Statement. If required by applicable Law As soon as practicable after the date of this Agreement, and provided that Parent and Xxxxxx Sub have complied in order to consummate all respects with Section 6.04(b), no later than thirty (30) calendar days after the Mergerdate of this Agreement, the Company shall, as soon as practicable following the Acceptance Time, shall prepare and file shall cause to be filed with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) in preliminary form a proxy statement relating to the Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). The Company shall respond to any comments of the SEC or its staff (after providing the Buyer Unless there has been an Adverse Recommendation Change made in accordance with a reasonable opportunity to review and comment thereon) and shall cause Section 6.03(b), the Proxy Statement to be mailed to its stockholders as promptly as practicable after shall include the resolution of any such comments. The Company shall promptly notify the Buyer of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, the Agreement or the transactions contemplated by the AgreementBoard Recommendation. The Company will cause the Proxy Statement to comply in all material respects with applicable LawStatement, including at the applicable provisions time of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time there shall occur any event, or there shall be discovered any information, that should be set forth in an amendment or supplement to mailing of the Proxy Statement so that or any amendments or supplements thereto, and at the Proxy Statement would time of the Stockholders’ Meeting, not include to contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, the party however, that discovers such information shall promptly notify the other parties hereto andno representation, to the extent required by applicable Law, an appropriate amendment warranty or supplement describing such information shall be filed promptly covenant is made by the Company with respect to information supplied by or on behalf of Parent or Merger Sub (or their Representatives) for inclusion or incorporation by reference in the SEC (after providing Proxy Statement. The Company will cause the Buyer Proxy Statement to comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder and to satisfy in all material respects the rules of Nasdaq. The Company shall give Parent and its counsel a reasonable opportunity to review and comment thereon) on the Proxy Statement, including all amendments and disseminated by supplements thereto, prior to filing such documents with the Company SEC or disseminating such documents to the stockholders of the CompanyCompany and reasonable opportunity to review and comment on all responses to requests from the SEC for additional information, in each case, to the extent reasonably practicable. The Company shall consider in good faith any comments made by Parent and its counsel with respect to the foregoing; provided, however, that the Company may amend or supplement the Proxy Statement without the review or comment of Parent to effect an Adverse Recommendation Change pursuant to and in accordance with Section 6.03. The Company shall permit promptly notify Parent upon the Buyer, the Acquisition Sub and their counsel to participate in all communications with receipt of any comments from the SEC and its staff, including all meetings and telephone conferences, relating or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement, this Agreement and shall promptly provide Parent with copies of all correspondence with respect to the Proxy Statement or the transactions contemplated by Transactions between the AgreementCompany and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use commercially reasonable efforts to respond as promptly as reasonably practicable to, and Parent shall use commercially reasonable efforts to assist the Company in responding to, any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment in accordance with this Section 6.04(a) on any proposed written response to any such written comments of the SEC or its staff. Prior to the filing of the Proxy Statement or the dissemination thereof to the Company’s stockholders, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response.

Preparation of Proxy Statement. If required by applicable Law in order to consummate the Merger, the Company shall, as soon (a) As promptly as practicable following the Acceptance Timedate of this Agreement (but in any event not later than twenty-five (25) Business Days thereafter), the Company shall prepare the Proxy Statement and after consultation with, and approval by Parent, file the preliminary Proxy Statement with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) a proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”)SEC. The Company shall respond use its reasonable best efforts to (i) obtain and furnish the information required to be included by the SEC in the Proxy Statement, respond, after consultation with Parent, promptly to any comments made by the SEC with respect to the Proxy Statement, and (ii) promptly upon the earlier of (x) receiving notification that the SEC is not reviewing the preliminary Proxy Statement and (y) the conclusion of any SEC review of the SEC or its staff (after providing the Buyer with preliminary Proxy Statement, cause a reasonable opportunity to review and comment thereon) and shall cause the definitive Proxy Statement to be mailed to its the Company’s stockholders as promptly as practicable and, if necessary, after the resolution of any definitive Proxy Statement shall have been so mailed, promptly circulate amended or supplemental proxy materials and, if required in connection therewith, resolicit proxies; provided, however, that no such commentsamended or supplemental proxy materials will be filed with the SEC or mailed by the Company without consultation and review by Parent. The Company shall promptly notify the Buyer Parent of the receipt of any comments from the SEC and of any request by from the SEC for amendments or supplements to the Proxy Statement or for additional information information, and shall promptly supply the Buyer Parent with copies of all written correspondence between the Company or any of its representativesRepresentatives, on the one hand, and the SECSEC or members of its staff, on the other hand, with respect to the Proxy Statement, the Agreement Mergers or any of the other transactions contemplated by the this Agreement. The Parent shall reasonably cooperate with the Company will cause in connection with the preparation of the Proxy Statement to comply in all material respects with applicable LawStatement, including furnishing to the applicable provisions of Company any and all information regarding Parent, Merger Sub I, Merger Sub II, the Exchange Act Partnership and their respective Affiliates as may be required to be disclosed therein. The Proxy Statement shall contain the rules Company Recommendation, except to the extent that the Company Board shall have effected an Adverse Recommendation Change, as permitted by and regulations thereunder. determined in accordance with Section 6.5(d). (b) If at any time prior to the Effective Time there shall occur Company Stockholders Meeting any eventevent or circumstance relating to the Company or Parent or any of their respective subsidiaries, or there shall their respective officers or directors, should be discovered any informationby the Company or Parent, that as the case may be, which, pursuant to Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement Statement, so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information Company or Parent, as the case may be, shall promptly notify inform the other parties hereto andparty hereto, to the extent required by applicable Law, and an appropriate amendment or supplement describing such information shall be filed promptly by the Company with the SEC (after providing and, to the Buyer with a reasonable opportunity extent required by applicable Law, disseminated to review and comment thereon) and disseminated by the Company’s stockholders. All documents that the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications is responsible for filing with the SEC in connection with the Mergers will comply as to form and its staff, including substance in all meetings material respects with the applicable requirements of the Exchange Act and telephone conferences, relating to the Proxy Statement, this Agreement or the transactions contemplated by the Agreementrules and regulations thereunder.

Preparation of Proxy Statement. If required by applicable Law in order to consummate As soon as reasonably practicable after the Mergerdate hereof, the Company shall, as soon as practicable following the Acceptance Time, shall prepare and file shall cause to be filed with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) in preliminary form a proxy statement relating to the StockholdersShareholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). Except as expressly contemplated by Section 6.02(f), the Proxy Statement shall include the Recommendation with respect to the Merger, the Fairness Opinion (if not withdrawn, and subject to the consent of Lazard) and a copy of Section 351.455 of the MGBCL. The Company shall respond to any comments of the SEC or its staff (after providing the Buyer with a reasonable opportunity to review and comment thereon) and shall cause the Proxy Statement to be mailed comply as to its stockholders as promptly as practicable after the resolution of any such comments. The Company shall promptly notify the Buyer of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, the Agreement or the transactions contemplated by the Agreement. The Company will cause the Proxy Statement to comply form in all material respects with applicable Law, including the applicable provisions of the Exchange Act and the rules and regulations thereunderpromulgated thereunder and to satisfy all rules of Nasdaq. If at any time prior to the Effective Time there shall occur any event, or there shall be discovered any information, that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information The Company shall promptly notify the other parties hereto and, Parent Entities upon the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the extent required by applicable LawProxy Statement, an appropriate amendment or supplement describing such information and shall be filed promptly by provide the Parent Entities with copies of all related correspondence between the Company with and its Representatives, on the one hand, and the SEC (after providing or the Buyer staff of the SEC, on the other hand. The Company shall use commercially reasonable efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with a respect to the Proxy Statement. The Company shall provide the Parent Entities and their counsel reasonable opportunity to review and comment thereonon the Proxy Statement (including any amendments or revisions thereto) and disseminated by all other materials used in connection with the Company Shareholders’ Meeting that (i) constitute “proxy materials” or “solicitation materials” as those terms are used in Rules 14a-1 through 14a-17 promulgated under the Exchange Act or (ii) are otherwise used for the “solicitation” of “proxies” as those terms are defined in Rule 14a-1 promulgated under the Exchange Act, in each case prior to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications filing thereof with the SEC and its staff, including all meetings and telephone conferences, relating or the dissemination thereof to the Proxy StatementCompany’s shareholders and shall give good faith consideration to any comments made by Parent or its counsel, this Agreement or but the transactions contemplated by the AgreementCompany shall not be obligated to incorporate any such comment.

Preparation of Proxy Statement. If required by applicable Law in order to consummate As promptly as practicable after the Mergerdate of this Agreement, the Company shall, as soon as practicable following the Acceptance Time, shall prepare and file with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) a proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”), reasonably satisfactory to the Purchaser and its special counsel, soliciting the approval of the Company’s common shareholders of the Transaction Documents (other than the Services Agreement) and the transactions contemplated thereby (the “Proposal”). The draft of such preliminary Proxy Statement shall be provided to the Purchaser and special counsel to the Purchaser for their review no later than ten (10) Business Days following the date hereof and prior to the filing of the preliminary Proxy Statement with the Commission. The Purchaser or the Purchaser’s special counsel shall provide any comments in writing to counsel to the Company, Xxxxx Xxxxxxx & Xxxx LLP, no later than four (4) Business Days after receipt of such draft of the preliminary Proxy Statement (all comments to the Proxy Statement provided by the Purchaser or the Purchaser’s special counsel shall be in the form of word for word proposed revisions and not general suggestions). The Company shall file with the Commission the preliminary Proxy Statement no later than five (5) Business Days following the date of the Company’s receipt of Purchaser’s or Purchaser’s special counsel’s comments thereto. The Company shall cause the Proxy Statement to comply with the rules and regulations promulgated by the Commission, and shall use its best efforts to respond promptly to any comments of the SEC Commission or its staff (after providing staff, such responses to be reasonably satisfactory to the Buyer Purchaser and its special counsel. Prior to responding to any comments of the Commission on such proxy materials, the Company shall furnish to the Purchaser and special counsel to the Purchaser a copy of any correspondence from the Commission relating to the proxy statement and the proposed response to the Commission’s comments and provide the Purchaser and special counsel to the Purchaser with a reasonable the opportunity to review and comment thereon) and shall on such proposed response to the Commission. The Company will use diligent efforts to cause the definitive Proxy Statement to be mailed to its stockholders shareholders as promptly as practicable after the resolution of any such comments. The Company shall promptly notify the Buyer of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, the Agreement or the transactions contemplated by the Agreement. The Company will cause the Proxy Statement to comply in all material respects with applicable Law, including the applicable provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time there shall occur any event, or there shall be discovered any information, that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be filed promptly by the Company filing with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the transactions contemplated by the AgreementCommission.

Preparation of Proxy Statement. If required by applicable Law in order to consummate the Merger, the The Company shall, as soon as practicable following the Acceptance Time, shall promptly prepare and file with the SEC (after providing the Buyer with a reasonable opportunity preliminary Proxy Statement; provided, however, that the Company shall furnish such preliminary Proxy Statement to Parent for review and comment thereon) a proxy statement relating before such filing with the SEC and that such preliminary Proxy Statement shall be subject to Parent’s prior approval of the Stockholders’ Meeting (the “preliminary Proxy Statement”), which approval shall not be unreasonably withheld or delayed; provided that, notwithstanding the foregoing, the Company may file any such preliminary Proxy Statement in the absence of such approval in the form the Company in good faith believes is necessary to comply with Applicable Law. The Company and Parent shall respond to cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent promptly copies of all correspondence between the Company or any representative of the Company and the SEC. As promptly as practicable after comments are received from the SEC with respect to the preliminary Proxy Statement, the Company shall use commercially reasonable efforts to respond to the comments of the SEC. The Company shall give Parent and its staff (after providing counsel the Buyer with a reasonable opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments of the SEC prior to their being filed with or sent to the SEC, and the amended or supplemented Proxy Statement shall be subject to Parent’s prior approval, which approval shall not be unreasonably withheld or delayed; provided that, notwithstanding the foregoing, the Company may file any such amended or supplemented Proxy Statement in the absence of such approval in the form the Company in good faith believes is necessary to comply with Applicable Law. Parent shall promptly provide the Company with such information as may be required to be included in the Proxy Statement or as may be reasonably required to respond to any comment thereonof the SEC. The Company hereby covenants and agrees with Parent that the Proxy Statement (at the time it is first mailed to stockholders of the Company and at the time of the meeting of the stockholders of the Company contemplated in Section 5.3) will not contain an untrue statement of a material fact or omit to state a 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 (provided, however, that this sentence shall not apply to information contained in the Proxy Statement that was supplied by Parent for inclusion therein). If, at any time prior to the meeting of the stockholders of the Company contemplated in Section 5.3, any event with respect to the Company, or with respect to other information supplied by the Company for inclusion in the Proxy Statement, occurs and such event is required to be described in a supplement to the Proxy Statement, the Company shall promptly notify Parent of such occurrence and shall promptly prepare, file and disseminate such supplement. After all the comments received from the SEC have been cleared by the SEC staff and all information required to be contained in the Proxy Statement has been included therein by the Company, the Company shall file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed to its stockholders of record, as of the record date established by the board of directors of the Company, as promptly as practicable after the resolution of any such comments. The Company shall promptly notify the Buyer of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, the Agreement or the transactions contemplated by the Agreement. The Company will cause the Proxy Statement to comply in all material respects with applicable Law, including the applicable provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time there shall occur any event, or there shall be discovered any information, that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be filed promptly by the Company with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the transactions contemplated by the Agreementthereafter.

Preparation of Proxy Statement. If required by applicable Law As soon as practicable after the date hereof (and in order any event, but subject to consummate the MergerParent’s timely performance of its obligations under Section 7.01(b), within 15 business days hereof), the Company shall, as soon as practicable following the Acceptance Time, shall prepare and file shall cause to be filed with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) in preliminary form a proxy statement relating to the Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). The Company shall respond to any comments of the SEC or its staff (after providing the Buyer with a reasonable opportunity to review and comment thereon) and shall cause Except as expressly contemplated by Section 6.02(f), the Proxy Statement to be mailed to its stockholders as promptly as practicable after shall include the resolution of any such comments. The Company shall promptly notify the Buyer of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, Recommendation with respect to the Proxy StatementMerger, the Agreement or Fairness Opinions and a copy of Section 262 of the transactions contemplated by the AgreementDGCL. The Company will cause the Proxy Statement to comply in all material respects with applicable LawStatement, including at the applicable provisions time of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time there shall occur any event, or there shall be discovered any information, that should be set forth in an amendment or supplement to mailing of the Proxy Statement so that or any amendments or supplements thereto, and at the Proxy Statement would time of the Stockholders’ Meeting, to not include contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading;provided, the party however, that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment no representation or supplement describing such information shall be filed promptly warranty is made by the Company with respect to information supplied by Parent or Sub for inclusion or incorporation by reference in the Proxy Statement. The Company shall cause the Proxy Statement to comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder and to satisfy all rules of the NYSE. The Company shall promptly notify Parent and Sub upon the receipt of any comments from the SEC (after providing or the Buyer staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement, and shall provide Parent and Sub with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, and the Company shall provide Parent and Sub and their respective counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff. Prior to the filing of the Proxy Statement or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent and Sub a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of the Companypropose comments on such document or response. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the transactions contemplated by the Agreement.[…]

Preparation of Proxy Statement. If required by applicable Law As soon as practicable after the date hereof (and in order any event, but subject to consummate the MergerParent’s timely performance of its obligations under Section 6.04(b), within twenty (20) Business Days hereof), the Company shall, as soon as practicable following the Acceptance Time, shall prepare and file shall cause to be filed with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) in preliminary form a proxy statement relating to the Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). The Company shall respond Unless there is an Adverse Recommendation Change pursuant to any comments of the SEC or its staff (after providing the Buyer with a reasonable opportunity to review and comment thereon) and shall cause Section 6.03, the Proxy Statement to be mailed to its stockholders as promptly as practicable after shall include the resolution of any such comments. The Company shall promptly notify the Buyer of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, the Agreement or the transactions contemplated by the AgreementBoard Recommendation. The Company will cause the Proxy Statement to comply in all material respects with applicable LawStatement, including at the applicable provisions time of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time there shall occur any event, or there shall be discovered any information, that should be set forth in an amendment or supplement to mailing of the Proxy Statement so that or any amendments or supplements thereto, and at the Proxy Statement would time of the Stockholders’ Meeting, to not include contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, the party however, that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment no representation or supplement describing such information shall be filed promptly warranty is made by the Company with respect to information supplied by Parent or Merger Sub in writing expressly for inclusion or incorporation by reference in the Proxy Statement. The Company will cause the Proxy Statement to comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder and to satisfy all rules of the NASDAQ. The Company shall promptly notify Parent and Merger Sub upon the receipt of any comments from the SEC (after providing or the Buyer staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement, and shall provide Parent and Merger Sub with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, and the Company shall provide Parent and Merger Sub and their respective counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff. Prior to the filing of the Proxy Statement or the dissemination thereof to the Company’s stockholders, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent and Merger Sub and their Representatives a reasonable opportunity to review and comment thereon) to propose comments on such document or response and disseminated by the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate consider in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the transactions contemplated by the Agreementgood faith any comments so proposed.

Preparation of Proxy Statement. If required by applicable Law in order to consummate (a) Promptly following the Mergerdate hereof, the Company shall, as soon as practicable following the Acceptance Time, shall prepare and file with the SEC a preliminary proxy statement (such proxy statement, together with any amendments thereto, the "Proxy Statement") relating --------------- to approval and adoption of this Agreement by the holders of the Shares (the "Company Stockholders"). The Company shall use its commercially reasonable best -------------------- efforts to have the Proxy Statement cleared by the SEC, put in definitive form and mailed to the Company Stockholders as promptly as reasonably practicable following the date hereof. The Company shall, as promptly as practicable after providing the Buyer receipt thereof, provide to Purchaser copies of any written comments and advise Purchaser of any oral comments, with respect to the Proxy Statement received from the staff of the SEC. The Company will provide Purchaser with a reasonable opportunity to review and comment thereon) a proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”). The Company shall respond to any comments of the SEC or its staff (after providing the Buyer with a reasonable opportunity to review and comment thereon) and shall cause on the Proxy Statement and any amendment or supplement thereto prior to be mailed to its stockholders as promptly as practicable after the resolution of any such comments. The Company shall promptly notify the Buyer of the receipt of any comments from filing with the SEC and will provide Purchaser a copy of any request by all such filings with the SEC for amendments or supplements to SEC. (b) The Company represents and warrants that (i) the information in the Proxy Statement or for additional information and shall supply will not, at the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, the Agreement or the transactions contemplated by the Agreement. The Company will cause time the Proxy Statement is mailed to comply in all material respects with applicable Lawthe Company Stockholders (the "Proxy Mailing Date"), including and at the applicable provisions time of the Exchange Act and the rules and regulations thereunder. If at ------------------ Company Stockholder Meeting contain any time prior to the Effective Time there shall occur any event, or there shall be discovered any information, that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading, and (ii) the party Proxy Statement shall comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder, except in each case with respect to information provided by the Purchaser in writing specifically for inclusion in the Proxy Statement as to which the Company assumes no responsibility. (c) Purchaser represents and warrants that discovers such information (i) it shall promptly notify the other parties hereto and, furnish to the extent Company all necessary information concerning itself, its stockholders and its Affiliates required by applicable Law, an appropriate amendment for inclusion in the Proxy Statement or supplement describing such information shall be filed promptly reasonably requested by the Company in connection with the SEC this Section 5; and (after providing the Buyer with a reasonable opportunity to review and comment thereonii) and disseminated information provided by the Company Purchaser in writing specifically for inclusion in the Proxy Statement will not, at the time the Proxy Statement is mailed to the stockholders Company Stockholders and at the time of the Company. The Company and its counsel shall permit Stockholder Meeting contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the Buyerstatements therein, in light of the Acquisition Sub and their counsel to participate in all communications with the SEC and its staffcircumstances under which they are made, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the transactions contemplated by the Agreementnot misleading.

Preparation of Proxy Statement. If (a) The Company, the Shareholders, Merger Sub, Parent and Saw Mill shall furnish to each other all information concerning such person or such person's business that is required by applicable Law in order to consummate for the MergerProxy Statement (as herein defined). Under the direct control of the Special Committee, the Company shall, as soon as practicable following the Acceptance Timepracticable, prepare and file with the SEC (after providing the Buyer Merger Sub with a reasonable opportunity to review and comment thereon) preliminary proxy materials (including, without limitation, a proxy statement Schedule 13e-3 filing) relating to the Stockholders’ Meeting meeting of the holders of shares of Company Common Stock to be held in connection with the Merger (together with any amendments thereof or supplements thereto, the “"Proxy Statement”). The Company ") with the SEC and shall use its best efforts to respond to any comments of the SEC or its staff (after providing the Buyer Merger Sub with a reasonable opportunity to review and comment thereon) and shall to cause the Proxy Statement to be mailed to its stockholders the Company's shareholders as promptly as practicable after responding to all such comments to the resolution satisfaction of the staff; provided, that, subject to Saw Mill's, Parent's and Merger Sub's compliance with the immediately preceding sentence, in no event shall the Company file the Proxy Statement with the SEC any such commentslater than the date forty-five (45) days after the date hereof. The Company shall notify Merger Sub promptly notify the Buyer of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyer Merger Sub with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, the Agreement Statement or the transactions contemplated by the AgreementTransactions. The Company will cause the Proxy Statement to comply in all material respects with applicable Law, including the applicable provisions of the Exchange Act and the rules and regulations thereunderthereunder applicable to the Proxy Statement and the solicitation of proxies for the Shareholders' Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and its affiliates and the Transactions and such further and supplemental information as may be reasonably requested by the other party. If at any time prior to the Effective Time Shareholders Meeting there shall occur any event, or there shall be discovered any information, event that should be set forth in an amendment or supplement to the Proxy Statement so Statement, the Company shall promptly prepare and mail to its shareholders such an amendment or supplement; provided, that no such amendment or supplement to the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to will be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be filed promptly made by the Company with the SEC (after without providing the Buyer with a Merger Sub the reasonable opportunity to review and comment thereon) thereon and disseminated by without the Company to approval of Merger Sub, which approval shall not be unreasonably withheld. To the stockholders of extent practicable, the Company. The Company Special Committee and its counsel shall permit the Buyer, the Acquisition Merger Sub and their its counsel and the Company and its counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the transactions contemplated Transactions; provided that in the event that such participation by Merger Sub or the Company is not practicable, the Special Committee shall promptly inform Merger Sub and the Company of the content of all such communications and the participants involved therein. (b) Subject to the provisions of Section 7.05 and Section 9.01, the Company agrees to include in the Proxy Statement the recommendation of the Company's Board of Directors, subject to any modification, amendment or withdrawal thereof as provided in this Agreement. The Proxy Statement shall contain a copy of the Lehmxx Opinion.

Preparation of Proxy Statement. If required by applicable Law in order (a) Parent will promptly furnish to consummate the Merger, the Company shallsuch data and information relating to it, its Subsidiaries (including Merger Sub) and the holders of Parent Capital Stock, as soon as practicable the Company may reasonably request for the purpose of including such data and information in the Proxy Statement and any amendments or supplements thereto used by the Company to obtain the Company Shareholder Approval. (b) The Company and shall cause to be filed with the SEC, within 30 calendar days following the Acceptance Timedate hereof, prepare and file with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) a proxy statement mutually acceptable Proxy Statement relating to the Stockholders’ Meeting (matters to be submitted to the “Proxy Statement”). holders of Company Common Stock at the Company Shareholders Meeting, which will set forth the Merger Consideration and Exchange Ratios as finally determined pursuant to Section 3.1, The Company shall use commercially reasonable efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff (after providing the Buyer with a reasonable opportunity to review and comment thereon) and shall cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after the resolution of any such commentsstaff. The Company shall will advise Parent promptly notify the Buyer of the receipt of any comments from the SEC and of after it receives any request by the SEC for amendments or supplements to amendment of the Proxy Statement or comments thereon and responses thereto or any request by the SEC for additional information and shall supply the Buyer with copies information. Each of all correspondence between the Company or any of its representatives, on and Parent shall use commercially reasonable efforts to cause all documents that it is responsible for filing with the one hand, and SEC in connection with the SEC, on the other hand, with respect to the Proxy Statement, the Agreement or the transactions contemplated by the Agreement. The Company will cause the Proxy Statement Transactions to comply as to form and substance in all material respects with the applicable Lawrequirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing, prior to or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company will (i) provide Parent with an opportunity to review and comment on such document or response (including the applicable provisions proposed final version of such document or response), (ii) include in such document or response all comments reasonably proposed by Parent and (iii) not file or mail such document or respond to the SEC prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that with respect to documents filed by a party that are incorporated by reference in the Proxy Statement, this right of approval shall apply only with respect to information relating to Parent, its Subsidiaries and its Affiliates, their business, financial condition or results of operations or the Transactions; and provided, further that the Company, in connection with any Company Change of Recommendation, may amend or supplement the Proxy Statement (including by incorporation by reference) and make other filings with the SEC, to effect such Company Change of Recommendation. (c) Parent and the Company each shall make all necessary filings with respect to the Merger and the Transactions under the Securities Act and the Exchange Act and applicable blue-sky laws and the rules and regulations thereunder. . (d) If at any time prior to the Effective Time there shall occur Time, any eventinformation relating to Parent or the Company, or there shall any of their respective Affiliates, officers or directors, should be discovered any information, by Parent or the Company that should be set forth in an amendment or supplement to the Proxy Statement Statement, so that the Proxy Statement such documents would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be filed promptly by disseminated to the Company with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the transactions contemplated by the AgreementShareholders.

Preparation of Proxy Statement. If required by applicable Law in order to consummate (a) As soon as reasonably practicable after the Mergerdate of this Agreement, the Company shall, as soon as practicable following the Acceptance Time, shall prepare and file with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) a proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”). The Company shall respond will use reasonable best efforts to any comments of the SEC or its staff (after providing the Buyer with a reasonable opportunity to review and comment thereon) and shall cause the Proxy Statement to be mailed disseminated to its stockholders the holders of the Shares, as promptly as practicable after and to the resolution extent required by applicable federal securities Laws. Subject to Section 5.2, the Proxy Statement will contain the Company Recommendation and the opinion of any such comments. The the Financial Advisor described in Section 3.17, and the Company shall promptly notify use reasonable best efforts to obtain the Buyer Shareholder Approval. Without limiting the foregoing, the Company shall engage a proxy solicitation firm and information agent, actively attempt to contact and obtain votes from the Company’s shareholders (including its retail shareholders with meaningful holdings of Shares), and work with the receipt Company’s transfer agent and inspector of elections to facilitate obtaining the Shareholder Approval. (b) Parent and Merger Sub will provide for inclusion or incorporation by reference in the Proxy Statement of all required information relating to Parent or its Affiliates. Parent and its counsel shall be given the opportunity to review and comment on the Proxy Statement before it is filed with the SEC. In addition, the Company will provide Parent and its counsel, in writing, any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, staff with respect to the Proxy StatementStatement promptly after the receipt of such comments or other communications, and will provide Parent and its counsel the Agreement or opportunity to review and comment on the transactions contemplated by the AgreementCompany’s proposed response thereto. The Company will cause respond promptly to any such comments from the SEC or its staff. (c) Each of the Company, Parent and Merger Sub agrees to promptly (i) correct any information provided by it specifically for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect and (ii) supplement the information provided by it specifically for use in the Proxy Statement to comply in all material respects with applicable Law, including the applicable provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time there shall occur any event, or there shall be discovered any information, that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or information that shall become necessary in order to make the statements thereinin the Proxy Statement, in the light of the circumstances under which they were made, not misleading. The Company further agrees to cause the Proxy Statement as so corrected or supplemented promptly to be filed with the SEC and to be disseminated to the holders of the Shares, the party that discovers such information shall promptly notify the other parties hereto and, in each case as and to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be filed promptly by the Company with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the transactions contemplated by the Agreementfederal securities Laws.

Preparation of Proxy Statement. If required by applicable Law in order to consummate (a) As soon as reasonably practicable after the Mergerdate of this Agreement, the Company shall, as soon as practicable following the Acceptance Time, prepare and shall file with the SEC the Proxy Statement. The Company will use reasonable best efforts to cause the Proxy Statement to be cleared by the SEC and disseminated to the holders of the Shares, as and to the extent required by applicable federal securities Laws. Subject to Section 5.2, the Proxy Statement will contain the Company Board Recommendation. (after providing b) Parent and Merger Sub will provide for inclusion or incorporation by reference in the Buyer with Proxy Statement information reasonably requested by the Company. The Company shall promptly furnish the preliminary Proxy Statement and the definitive Proxy Statement, and any amendments or supplements thereto, to Parent and give Parent and its legal counsel a reasonable opportunity to review and comment thereon) a proxy statement relating to the Stockholders’ Meeting (the “on such preliminary Proxy Statement”). The , or amendment or supplement thereto, prior to filing with the SEC, and the Company shall respond to any consider in good faith all comments of Parent in connection therewith. In addition, the Company will provide Merger Sub and its counsel, in writing, with any comments, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff (with respect to the Proxy Statement promptly after providing the Buyer with a reasonable receipt of such comments or other communications, and the opportunity to review and comment thereonon such comments. (c) Each of the Company, Parent and Merger Sub agrees to promptly (i) correct any information provided by it for use in the Proxy Statement if and to the extent that such information shall cause have become false or misleading in any material respect and (ii) supplement the information provided by it specifically for use in the Proxy Statement to be mailed include any information that shall become necessary in order to its stockholders as promptly as practicable after make the resolution of any such comments. The Company shall promptly notify the Buyer of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to statements in the Proxy Statement, the Agreement or the transactions contemplated by the Agreement. The Company will cause the Proxy Statement to comply in all material respects with applicable Law, including the applicable provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time there shall occur any event, or there shall be discovered any information, that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company further agrees to cause the Proxy Statement as so corrected or supplemented to be filed with the SEC and to be disseminated to the holders of the Shares, the party that discovers such information shall promptly notify the other parties hereto andin each case, as and to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be filed promptly by the Company with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the transactions contemplated by the Agreementfederal securities Laws.

Preparation of Proxy Statement. If required by applicable Law (a) As soon as reasonably practicable after the date of this Agreement, but in order to consummate any event no later than 45 days following the Mergerdate hereof, the Company shallwill file the Proxy Statement with the SEC. The Company will use commercially reasonable efforts to cause the Proxy Statement to be disseminated to the holders of the Shares, as soon promptly as practicable following after the Acceptance Time, prepare and file with Proxy Statement is cleared by the SEC and in any event no later than five Business Days after the Proxy Statement is cleared by the SEC. Subject to Section 5.2, the Proxy Statement will contain the Company Recommendation and the Company will use reasonable best efforts to obtain the Stockholder Approval. (after b) Parent and Merger Sub will provide for inclusion or incorporation by reference in the Proxy Statement all required information relating to Parent or its Affiliates. No filing or mailing of, or amendment or supplement to, the Proxy Statement, will be made by the Company without Parent’s prior written consent (which will not be unreasonably withheld, conditioned or delayed) and without providing the Buyer with Parent a reasonable opportunity to review and comment thereon; provided, however, that the Company, (i) in connection with either an Acquisition Recommendation Change or a Change of Recommendation made in accordance with Section 5.2, may amend or supplement the Proxy Statement to effect such change (it being understood that any such amendment or supplement will solely contain (A) such Acquisition Recommendation Change or Change of Recommendation, (B) a proxy statement relating of the reasons of the Company Board for making such Acquisition Recommendation Change or Change of Recommendation, and (C) such other information as the Company determines in good faith is required by Law to be included in such amendment or supplement and, in such event, Parent will have no right of consent under this Section 6.1(b)) and (ii) may otherwise amend or supplement the Stockholders’ Meeting (the “Proxy Statement”)Statement to include such information required by Law to be included in such amendment or supplement. The Company shall respond to will advise and provide Parent and its counsel, in writing, any comments of or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff (with respect to the Proxy Statement promptly after providing the Buyer with receipt of such comments or other communications, and a reasonable opportunity to review and comment thereon) and shall cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after the resolution of any on such comments. The Company shall will respond promptly notify the Buyer of the receipt of to any such comments from the SEC or its staff. (c) Each of the Company, Parent and of Merger Sub will promptly (i) correct any request information provided by the SEC it specifically for amendments or supplements to use in the Proxy Statement if and to the extent that such information is or shall have become false or misleading in any material respect and (ii) supplement the information provided by it specifically for additional use in the Proxy Statement to include any material information and shall supply that is or will become necessary in order to make the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to statements in the Proxy Statement, the Agreement or the transactions contemplated by the Agreement. The Company will cause the Proxy Statement to comply in all material respects with applicable Law, including the applicable provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time there shall occur any event, or there shall be discovered any information, that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company will cause the Proxy Statement as so corrected or supplemented promptly to be filed with the SEC and to be disseminated to the holders of the Shares, the party that discovers such information shall promptly notify the other parties hereto and, in each case as and to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be filed promptly by the Company with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the transactions contemplated by the Agreement.

Preparation of Proxy Statement. If required by applicable Law As soon as practicable after the date hereof (and in order to consummate the Mergerany event, within fifteen (15) Business Days hereof), the Company shallshall prepare, as soon as practicable following the Acceptance Time, prepare and file shall cause to be filed with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) in preliminary form, a proxy statement relating to the Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). The Company shall respond to any comments of the SEC or its staff (after providing the Buyer with a reasonable opportunity to review and comment thereon) and shall cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after shall (i) state that the resolution Board of any such comments. The Company shall promptly notify the Buyer of the receipt of any comments from the SEC Directors has unanimously (A) approved this Agreement and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, the Agreement or the transactions contemplated by hereby, (B) determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Company and the Company Stockholders, and (C) include the recommendation of the Board of Directors that the Company Stockholders vote to adopt this Agreement and approve the transactions contemplated thereby, including the Merger (such recommendation described in this clause (C) the “Recommendation”) (except to the extent that the Company effects a Recommendation Withdrawal in accordance with Section 7.5(d) of this Agreement); (ii) include a copy of the Fairness Opinion and (iii) include a copy of Section 262 of the DGCL. The Company will cause the Proxy Statement to comply in all material respects with applicable LawStatement, including at the applicable provisions time of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time there shall occur any event, or there shall be discovered any information, that should be set forth in an amendment or supplement to mailing of the Proxy Statement so that or any amendments or supplements thereto, and at the Proxy Statement would time of the Stockholders’ Meeting, not include to contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, the party however, that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment no representation or supplement describing such information shall be filed promptly warranty is made by the Company with respect to information expressly supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement. The Company shall cause the Proxy Statement to comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder. The Company shall promptly notify Parent upon the receipt of any comments from the SEC (after providing or the Buyer staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement, and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon) and disseminated by propose comments on any written response to any such written comments of the SEC or its staff prior to filing such response. Prior to the filing of the Proxy Statement or the dissemination thereof to the holders of Company Common Stock, the Company shall provide Parent a reasonable opportunity to the stockholders of the Company. The Company review and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to propose comments on the Proxy Statement, this Agreement or the transactions contemplated by the Agreement.

Preparation of Proxy Statement. If required by applicable Law in order (a) Purchaser shall cause to consummate be filed with the Merger, the Company shall, SEC as soon promptly as practicable following the Acceptance Timeexecution of this Agreement, prepare a Proxy Statement in preliminary form relating to matters submitted to the holders of Common Stock at the Purchaser Stockholder Meeting. Seller will use reasonable best efforts to as promptly as practical furnish to Purchaser such data and file information relating to it and its Subsidiaries as Purchaser may reasonably request for the purpose of including such data and information in the Proxy Statement. The Company and Purchaser shall each use reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Purchaser will advise Seller promptly after it receives any comments from the SEC or its staff with respect to the Proxy Statement and responses thereto or any request by the SEC for additional information. (after providing b) Prior to filing or mailing the Buyer Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, Purchaser will (A) provide Seller with a reasonable opportunity to review and comment thereonon such document or response (including the proposed final version of such document or response), (B) a proxy statement relating to consider in good faith all comments reasonably and promptly proposed by Seller and (C) not include in such document or response any information regarding the Stockholders’ Meeting (the “Proxy Statement”). The Company shall respond to any comments of the SEC Seller or its staff (after providing the Buyer with a reasonable opportunity to review and comment thereon) and shall cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after the resolution of any such comments. The Company shall promptly notify the Buyer of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyer with copies of all correspondence between the Company or any of its representativestheir respective Affiliates or any of their respective assets or operations prior to receiving the approval of Seller, on the one handwhich approval shall not be unreasonably withheld, and the SEC, on the other hand, with respect to the Proxy Statement, the Agreement conditioned or the transactions contemplated by the Agreement. The Company will cause the Proxy Statement to comply in all material respects with applicable Law, including the applicable provisions of the Exchange Act and the rules and regulations thereunder. delayed. (c) If at any time prior to the Effective Time there shall occur Purchaser Stockholder Meeting, any eventinformation relating to Purchaser or Seller, or there shall any of their respective Affiliates, officers or directors, should be discovered any information, by Purchaser or Seller that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement such documents would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that Party which discovers such information shall promptly notify the other parties hereto Party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC by Purchaser and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be filed promptly by the Company with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the transactions contemplated by the AgreementPurchaser.

Preparation of Proxy Statement. If required by applicable Law in order to consummate (a) As soon as reasonably practicable after the Mergerdate of this Agreement, the Company shall, as soon as practicable following the Acceptance Time, prepare and shall file with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) a proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”). The Company shall respond will use reasonable efforts to any comments of the SEC or its staff (after providing the Buyer with a reasonable opportunity to review and comment thereon) and shall cause the Proxy Statement to be mailed disseminated to its stockholders the holders of the Shares, as promptly as practicable after and to the resolution of any such commentsextent required by applicable federal securities Laws. The Subject to Section 5.2, the Proxy Statement will contain the Company Recommendation and the Company shall promptly notify use reasonable best efforts to obtain the Buyer Shareholder Approval. (b) Parent and Merger Sub will provide for inclusion or incorporation by reference in the Proxy Statement of all required information relating to Parent or its Affiliates. Parent and its counsel shall be given the receipt of opportunity to review and comment on the Proxy Statement before it is filed with the SEC. In addition, the Company will provide Parent and its counsel, in writing, any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, staff with respect to the Proxy StatementStatement promptly after the receipt of such comments or other communications, and the Agreement or provide Parent and its counsel with the transactions contemplated by opportunity to review and comment on the AgreementCompany’s proposed response thereto. The Company will cause respond promptly to any such comments from the SEC or its staff. (c) Each of the Company, Parent and Merger Sub agrees to promptly (i) correct any information provided by it specifically for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect and (ii) supplement the information provided by it specifically for use in the Proxy Statement to comply in all material respects with applicable Law, including the applicable provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time there shall occur any event, or there shall be discovered any information, that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or information that shall become necessary in order to make the statements thereinin the Proxy Statement, in the light of the circumstances under which they were made, not misleading. The Company further agrees to cause the Proxy Statement as so corrected or supplemented promptly to be filed with the SEC and to be disseminated to the holders of the Shares, the party that discovers such information shall promptly notify the other parties hereto and, in each case as and to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be filed promptly by the Company with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the transactions contemplated by the Agreementfederal securities Laws.

Preparation of Proxy Statement. If the adoption of this Agreement by the Company’s stockholders is required by applicable Law in order to consummate the MergerApplicable Law, the Company shall, then as soon as practicable following after the Acceptance Time, the Company shall prepare and file shall cause to be filed with the SEC (after providing in preliminary form the Buyer with a reasonable opportunity to review and comment thereon) a proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”. Except as expressly contemplated by Section 6.2(f) and Section 6.2(g), the Proxy Statement shall include the Company Board Recommendation. The Company shall respond will use reasonable best efforts to any comments of the SEC or its staff (after providing the Buyer with a reasonable opportunity to review and comment thereon) and shall cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after Statement, at the resolution of any such comments. The Company shall promptly notify the Buyer time of the receipt mailing of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information any amendments or supplements thereto, and shall supply at the Buyer with copies time of all correspondence between the Company or Stockholder Meeting, to not contain any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, the Agreement or the transactions contemplated by the Agreement. The Company will cause the Proxy Statement to comply in all material respects with applicable Law, including the applicable provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time there shall occur any event, or there shall be discovered any information, that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, the party however, that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment no representation or supplement describing such information shall be filed promptly warranty is made by the Company with respect to information supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement. The Company shall use reasonable best efforts to cause the Proxy Statement to comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder and to satisfy all rules of the NASDAQ. The Company shall promptly notify Parent and Merger Sub upon the receipt of any comments from the SEC (after providing or the Buyer staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement, and shall provide Parent and Merger Sub with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, and the Company shall provide Parent and Merger Sub and their respective counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff. Prior to the filing of the Proxy Statement or the dissemination thereof to the Company Stockholders, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent and Merger Sub a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement propose comments on such document or the transactions contemplated by the Agreementresponse.

Preparation of Proxy Statement. If required by applicable Law in order to consummate No later than 21 days after the Mergerdate hereof, Parent and the Company shallshall prepare, and as soon promptly as practicable following practical thereafter the Acceptance Time, prepare and Company shall file with the SEC (after providing SEC, the Buyer with a reasonable opportunity to review and comment thereon) a proxy statement relating to preliminary form of the Stockholders’ Meeting (the “Proxy Statement”). The Parent and the Company shall respond use commercially reasonable best efforts to any comments of have such Proxy Statement approved by the SEC or its staff (after providing the Buyer with a reasonable opportunity to review and comment thereon) and shall cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after filing and, subject to Section 5.4 hereof, the resolution of any such commentsCompany shall schedule the Company Shareholders Meeting as soon as practicable thereafter. The Company shall promptly notify the Buyer of the receipt of any comments from the SEC Proxy Statement will, when prepared pursuant to this Section 7.6 and of any request by the SEC for amendments or supplements mailed to the Proxy Statement or for additional information Company’s shareholders, comply as to form and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, the Agreement or the transactions contemplated by the Agreement. The Company will cause the Proxy Statement to comply substance in all material respects with applicable Law, including the applicable provisions requirements of the Exchange Act 1934 Act. Each of Parent and the rules Company shall indemnify and regulations thereunder. If at hold harmless the other from any time prior to the Effective Time there shall occur obligations, claims or liabilities arising from any event, or there shall be discovered any information, that should be set forth statement supplied by such party for inclusion in an amendment or supplement to the Proxy Statement so that which, at the Proxy Statement would not include time such statement was made, is false or misleading with respect to any misstatement of a material fact fact, or omit omits to state any material fact required to be stated therein or necessary in order to make the statements thereinstatement, in the light of the circumstances under which they were it was made, not false or misleading. The Proxy Statement shall include, among other things, a description of the fairness opinion received by the Company and a declaration of the Company’s Board of Directors of approval of the Merger, the party advisability of the Merger and its recommendation that discovers the Company’s Shareholders approve the Merger, subject to the right of the Company’s Board of Directors to withhold or revise recommendation of the Merger in accordance with Section 5.4 of this Agreement. The Proxy Statement shall be reviewed and approved by Parent and its counsel prior to the mailing of such information Proxy Statement to the Company’s shareholders, which approval shall promptly notify not be unreasonably withheld or delayed. Notwithstanding anything to the other parties hereto andcontrary that may be contained elsewhere in this Agreement, the Company may cease it efforts to obtain approval of the Proxy Statement by the SEC or postpone or cancel the mailing of the Proxy Statement or the holding of the Company Shareholder Meeting, without thereby violating or breaching this Agreement, but subject to the provisions of Section 9.4 hereof (to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be filed promptly by applicable) if (i) the Company with the SEC has receive a Superior Proposal (after providing the Buyer with a reasonable opportunity to review and comment thereonas defined in Section 5.4(b) and disseminated by above) or (ii) any event or circumstance has occurred that would entitle the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, terminate this Agreement or change its recommendation with respect to approval of the transactions contemplated Merger in a manner adverse to Parent, including the making by the Agreementa third party of a Competing Proposal (as defined in Section 9.1(h) below).

Preparation of Proxy Statement. If required by applicable Law As soon as practicable after the date hereof (and in order any event, but subject to consummate the MergerParent’s timely performance of its obligations under Section 6.03(b), within 15 Business Days hereof), the Company shall, as soon as practicable following the Acceptance Time, shall prepare and file shall cause to be filed with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) in preliminary form a proxy statement relating to the Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). The Company shall respond to any comments of the SEC or its staff (after providing the Buyer with a reasonable opportunity to review and comment thereon) and shall cause Except as expressly contemplated by Section 6.02(e), the Proxy Statement to be mailed to its stockholders as promptly as practicable after shall include the resolution of any such comments. The Company shall promptly notify the Buyer of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, Recommendation with respect to the Proxy StatementMerger, the Agreement or Fairness Opinion (if not withdrawn, and subject to the transactions contemplated by consent of Xxxxxxx, Xxxxx & Co.) and a copy of Section 262 of the AgreementDGCL. The Company will cause the Proxy Statement to comply in all material respects with applicable LawStatement, including at the applicable provisions time of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time there shall occur any event, or there shall be discovered any information, that should be set forth in an amendment or supplement to mailing of the Proxy Statement so that the Proxy Statement would or any amendments or supplements thereto, to not include contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, the party however, that discovers such information shall promptly notify the other parties hereto andno agreement, to the extent required by applicable Law, an appropriate amendment representation or supplement describing such information shall be filed promptly warranty is made by the Company with respect to information supplied by Parent or Sub for inclusion or incorporation by reference in the Proxy Statement. The Company shall cause the Proxy Statement to comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder and to satisfy all rules of the NYSE. The Company shall promptly notify Parent and Sub upon the receipt of any comments from the SEC (after providing or the Buyer staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement, and shall provide Parent and Sub with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, and the Company shall provide Parent and Sub and their respective counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff. Prior to the filing of the Proxy Statement or the dissemination thereof to the holders of Company Common Stock and the Class B Special Voting Share, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent and Sub a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of the Companypropose comments on such document or response. The Company shall give reasonable and its counsel shall permit good faith consideration to the Buyer, the Acquisition comments of Parent and Sub and their counsel on the Proxy Statement and any response to participate in all communications with comments of the SEC and or its staff, including all meetings and telephone conferences, relating to Staff on the Proxy Statement, this Agreement and shall not file or mail the transactions contemplated by Proxy Statement or any written response to such comments without the Agreementconsent of Parent, which consent will not be unreasonably withheld or delayed.

Preparation of Proxy Statement. If required by applicable Law in order to consummate (a) As soon as reasonably practicable after the Mergerdate of this Agreement, the Company shall, as soon as practicable following the Acceptance Time, prepare and shall file with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) a proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”). The Company shall respond will use reasonable efforts to any comments of the SEC or its staff (after providing the Buyer with a reasonable opportunity to review and comment thereon) and shall cause the Proxy Statement to be mailed disseminated to the holders of the Shares, as and to the extent required by applicable federal securities Laws. Subject to Section 5.2(d) and Section 5.2(e), the Proxy Statement will contain the Company Recommendation and the Company shall use reasonable best efforts to obtain the Shareholder Approval. (b) Parent and Merger Sub will provide for inclusion or incorporation by reference in the Proxy Statement all reasonably required information relating to Parent or its stockholders as Affiliates. Parent and its counsel shall be given the opportunity to review and comment on the Proxy Statement before it is filed with the SEC, and the Company will use it reasonable efforts to incorporate any such comments of Parent and/or its counsel prior to such filing. In addition, the Company will provide Parent and its counsel, in writing, any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly as practicable after the resolution receipt of any such comments or other communications, and the opportunity to review and comment on such comments. The Company shall will respond promptly notify the Buyer of the receipt of to any such comments from the SEC or its staff, and will use it reasonable efforts to incorporate any reasonable comments of Parent and/or its counsel prior to such response. (c) Each of the Company, Parent and Merger Sub agrees to promptly (i) correct any request information provided by the SEC it specifically for amendments or supplements to use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect and (ii) supplement the information provided by it specifically for additional use in the Proxy Statement to include any information and that shall supply become necessary in order to make the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to statements in the Proxy Statement, the Agreement or the transactions contemplated by the Agreement. The Company will cause the Proxy Statement to comply in all material respects with applicable Law, including the applicable provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time there shall occur any event, or there shall be discovered any information, that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company further agrees to cause the Proxy Statement as so corrected or supplemented promptly to be filed with the SEC and to be disseminated to the holders of the Shares (and will use it reasonable efforts to incorporate any reasonable comments of Parent and/or its counsel prior to such filing and dissemination), the party that discovers such information shall promptly notify the other parties hereto and, in each case as and to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be filed promptly by the Company with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the transactions contemplated by the Agreementfederal securities Laws.

Preparation of Proxy Statement. If required by applicable Law in order to consummate (a) As soon as reasonably practicable after the Mergerdate of this Agreement, the Company shall, as soon as practicable following the Acceptance Time, prepare and shall file with the SEC (after providing the Buyer with a reasonable opportunity to review Proxy Statement and comment thereon) a proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”). The Company shall respond to any comments of the SEC or its staff (after providing the Buyer with a reasonable opportunity to review and comment thereon) and shall cause the Proxy Statement to be mailed disseminated to the holders of the Shares, as and to the extent required and permitted by applicable federal securities Laws. Subject to Section 5.2, the Proxy Statement will contain the Company Recommendation. (b) Parent and Merger Sub will provide for inclusion or incorporation by reference in the Proxy Statement of all required information relating to Parent or its stockholders as Affiliates. Parent and its counsel shall be given the opportunity to review and comment on the Proxy Statement before it is filed with the SEC. In addition, the Company will provide Parent and its counsel, in writing, any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly as practicable after the resolution receipt of any such comments or other communications, and the opportunity to review and comment on such comments. The Company shall will respond promptly notify the Buyer of the receipt of to any such comments from the SEC and of any request by the SEC for amendments or supplements to its staff. The Company shall not file or mail the Proxy Statement or respond to comments of the SEC prior to receiving Parent’s approval, which approval shall not be unreasonably withheld or delayed. (c) Each of the Company, Parent and Merger Sub agrees to promptly (i) correct any information provided by it specifically for additional use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect and (ii) supplement the information provided by it specifically for use in the Proxy Statement to include any information that shall supply become necessary in order to make the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to statements in the Proxy Statement, the Agreement or the transactions contemplated by the Agreement. The Company will cause the Proxy Statement to comply in all material respects with applicable Law, including the applicable provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time there shall occur any event, or there shall be discovered any information, that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company further agrees to cause the Proxy Statement as so corrected or supplemented promptly to be filed with the SEC and to be disseminated to the holders of the Shares, the party that discovers such information shall promptly notify the other parties hereto and, in each case as and to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be filed promptly by the Company with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders federal securities Laws. Table of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the transactions contemplated by the Agreement.Contents

Preparation of Proxy Statement. If required by applicable Law in order to consummate As promptly as reasonably practicable following the Mergerdate hereof, the Company shalland Parent will cooperate in preparing and each will cause to be filed with the SEC mutually acceptable proxy materials that constitute the joint proxy statement/prospectus relating to the matters to be submitted to the stockholders of the Company at the Company Stockholders Meeting and the matters to be submitted to the stockholders of Parent at the Parent Stockholders Meeting (such proxy statement/prospectus, as soon as practicable following and any amendments or supplements thereto, the Acceptance Time, "Joint Proxy Statement/Prospectus") and Parent will prepare and file with the SEC a registration statement on Form S-4 with respect to the issuance of Parent Common Stock in the Merger (such Form S-4, and any amendments or supplements thereto, the "Form S-4"). The Joint Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4 as Parent's prospectus. Each of Parent and the Company will use reasonable best efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated hereby and thereby. Parent and the Company will, as promptly as practicable after providing receipt thereof, provide the Buyer other party copies of any written comments and advise the other party of any oral comments, with respect to the Joint Proxy Statement/Prospectus or Form S-4 received from the SEC. The parties will cooperate and provide the other with a reasonable opportunity to review and comment thereonon any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC, and will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both parties, which approval will not be unreasonably withheld or delayed; provided that with respect to documents filed by a proxy statement party which are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval will apply only with respect to information relating to the Stockholders’ Meeting (other party or its business, financial condition or results of operations. Parent will use commercially reasonable efforts to cause the “Joint Proxy Statement”). The Company shall respond to any comments of the SEC or its staff (after providing the Buyer with a reasonable opportunity to review and comment thereon) and shall cause the Proxy Statement /Prospectus to be mailed to its stockholders Parent stockholders, and the Company will use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's stockholders, in each case as promptly as practicable after the resolution Form S-4 is declared effective under the Securities Act. Parent will also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Merger and each of the Company and Parent will furnish all information concerning it and the holders of its capital stock as may be reasonably requested in connection with any such action. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any such comments. The Company shall promptly notify stop order, the Buyer suspension of the receipt qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any comments from the SEC and of jurisdiction, or any request by the SEC for amendments or supplements to amendment of the Proxy Statement or for additional information and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Joint Proxy Statement, the Agreement /Prospectus or the transactions contemplated by the Agreement. The Company will cause the Proxy Statement to comply in all material respects with applicable Law, including the applicable provisions of the Exchange Act and the rules and regulations thereunderForm S-4. If at any time prior to the Effective Time there shall occur any eventinformation relating to Parent or the Company, or there shall any of their respective affiliates, officers or directors, should be discovered any informationby Parent or the Company, that which information should be set forth in an amendment or supplement to either the Form S-4 or the Joint Proxy Statement Statement/Prospectus so that the Proxy Statement any of such documents would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that which discovers such information shall promptly notify the other parties party hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed promptly by the Company with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of Parent and the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the transactions contemplated by the Agreement.

Preparation of Proxy Statement. If required by applicable Law As soon as practicable after the date hereof (and in order to consummate the Mergerany event within twenty (20) Business Days hereof), the Company shall, as soon as practicable following the Acceptance Time, shall prepare and file shall cause to be filed with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) in preliminary form a proxy statement relating to the StockholdersShareholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). The Board of Directors of the Company shall respond to any comments of make the SEC or its staff (after providing the Buyer with a reasonable opportunity to review and comment thereon) Company Recommendation and shall cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after the resolution of any include such comments. The Company shall promptly notify the Buyer of the receipt of any comments from the SEC Recommendation (and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to Fairness Opinion) in the Proxy Statement; provided, however, that the Agreement or Board of Directors of the transactions contemplated by the AgreementCompany may make a Company Adverse Recommendation Change pursuant to, and in accordance with, Section 5.02. The Company will cause the Proxy Statement to comply in all material respects with applicable LawStatement, including at the applicable provisions time of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time there shall occur any event, or there shall be discovered any information, that should be set forth in an amendment or supplement to mailing of the Proxy Statement so that or any amendments or supplements thereto, and at the Proxy Statement would time of the Shareholders’ Meeting, to not include contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, the party however, that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment no representation or supplement describing such information shall be filed promptly warranty is made by the Company with respect to information specifically supplied by Parent or Merger Sub, for inclusion or incorporation by reference in the Proxy Statement. The Company shall cause the Proxy Statement to comply in all material respects with the provisions of the Exchange Act and the California Code and to satisfy all rules of Nasdaq. The Company shall promptly notify Parent and Merger Sub upon the receipt of any comments or requests from the SEC, the staff of the SEC (after providing or any other government officials related to the Buyer Proxy including for amendments or supplements to the Proxy Statement, and shall promptly provide Parent and Merger Sub with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC, the staff of the SEC or any other government officials related to the Proxy, on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, and the Company shall provide Parent and Merger Sub and their respective counsel a reasonable opportunity to review and comment thereon) and disseminated by on any response to the SEC or its staff. Prior to the filing of the Proxy Statement or the dissemination thereof to the holders of Company Common Stock, the Company shall provide Parent and Merger Sub a reasonable opportunity to the stockholders of the Company. The Company review and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the transactions contemplated by the Agreementpropose comments on such document.

Preparation of Proxy Statement. If required by applicable Law (a) As promptly as practicable after the date of this Agreement (but in order to consummate any event, no later than the Merger45th day thereafter), the Company shall, as soon as practicable following the Acceptance Time, prepare and shall file with the SEC the Proxy Statement in preliminary form. The Company shall use all commercially reasonable efforts to (i) respond to the comments of the SEC (subject to the requirements of Section 6.1(b)) and (ii) cause the Proxy Statement, in definitive form, to be disseminated to the holders of the Common Shares, as and to the extent required by applicable federal securities Laws. Subject to Section 5.3, the Proxy Statement shall contain the Company Recommendation and shall comply in all respects with the relevant provisions of the MBCA. (b) Parent and Merger Sub shall provide for inclusion, or incorporation by reference, in the Proxy Statement of all required information regarding Parent and Merger Sub. The Company shall provide Parent and its counsel reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment on the Proxy Statement, and any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), before such is filed with the SEC. The Company shall not file the Company Proxy Statement, or any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), without providing Parent a reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment thereon (which comments shall be reasonably considered by the Company). In addition, the Company shall provide Parent and its counsel with (i) any comments or communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after providing the Buyer with receipt of such comments or other communications, and (ii) a reasonable opportunity to review and comment thereon) a proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”). The Company shall respond to any comments of the SEC or its staff (after providing the Buyer with a reasonable opportunity to review and comment thereon) and shall cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after the resolution of any on such comments. The Company shall promptly notify the Buyer of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements use all commercially reasonable efforts to the Proxy Statement or for additional information and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one handresolve, and the SEC, on each party agrees to consult and cooperate with the other handparty in resolving, all SEC comments with respect to the Company Proxy Statement as promptly as practicable after receipt thereof and to cause the Company Proxy Statement in definitive form to be cleared by the SEC and mailed to the Company’s shareholders as promptly as reasonably practicable following filing with the SEC. (c) Each of the Company, Parent and Merger Sub shall cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of the Agreement Company, Parent and Merger Sub agrees to promptly (i) correct any information provided by it for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect and (ii) supplement the transactions contemplated information provided by the Agreement. The Company will cause it for use in the Proxy Statement to comply in all material respects with applicable Law, including the applicable provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time there shall occur any event, or there shall be discovered any information, that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or information that shall become necessary in order to make the statements thereinin the Proxy Statement, in the light of the circumstances under which they were made, not misleading. The Company further agrees to cause the Proxy Statement as so corrected or supplemented to be filed with the SEC and to be disseminated to the holders of the Common Shares, the party that discovers such information shall promptly notify the other parties hereto and, in each case as and to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be filed promptly by the Company with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the transactions contemplated by the Agreementfederal securities Laws.

Preparation of Proxy Statement. If required by applicable Law in order to consummate the Merger, the Company shall, As promptly as soon as reasonably practicable following the Acceptance Timedate of this Agreement, prepare Parent and the Company shall prepare, and Parent shall file with the SEC SEC, the Proxy Statement. Each of Parent and the Company shall cooperate in the preparation and filing of the Proxy Statement (after including by the Company providing Parent with the financial statements and financial data of the Company necessary for inclusion in the Proxy Statement as well as any other information necessary for Parent to prepare the pro forma financial statements required for the Proxy Statement). Parent shall provide the Company with the opportunity to review and comment on the Proxy Statement prior to its filing with the SEC. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent without providing the Buyer with a reasonable Company the opportunity to review and comment thereon) a proxy statement relating to . Parent will advise the Stockholders’ Meeting (the “Proxy Statement”). The Company shall respond to any comments of the SEC promptly after it receives oral or its staff (after providing the Buyer with a reasonable opportunity to review and comment thereon) and shall cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after the resolution written notice of any such comments. The Company shall promptly notify the Buyer of the receipt of any comments from the SEC and of any oral or written request by the SEC for amendments or supplements to amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information information, and shall supply will promptly provide the Buyer Company with copies of all correspondence between any written communication from the Company SEC or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, the Agreement or the transactions contemplated by the Agreement. The Company will cause the Proxy Statement to comply in all material respects with applicable Law, including the applicable provisions of the Exchange Act and the rules and regulations thereunderstate securities commission. If at any time prior to the First Effective Time there shall occur any eventinformation relating to Parent or the Company, or there shall be any of their respective Affiliates, officers or directors, is discovered any information, that by Parent or the Company which should be set forth in an amendment or supplement to the Proxy Statement Statement, so that the Proxy Statement any of such documents would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that which discovers such information shall promptly notify the other parties hereto party and an appropriate amendment or supplement describing such information shall be promptly filed by Parent with the SEC, after the Company has had a reasonable opportunity to review and comment thereon, and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be filed promptly by the Company with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) and disseminated by the Company to the respective stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the transactions contemplated by the AgreementParent.

Preparation of Proxy Statement. If required by applicable Law in order to consummate (a) As soon as reasonably practicable after the Mergerdate of this Agreement, the Company shall, as soon as practicable following the Acceptance Time, shall prepare and file with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) a proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”). The Company shall respond will use reasonable best efforts to any comments of the SEC or its staff (after providing the Buyer with a reasonable opportunity to review and comment thereon) and shall cause the Proxy Statement to be mailed disseminated to its stockholders the holders of the Shares, as promptly as practicable after and to the resolution extent required by applicable federal securities Laws. Subject to Section 5.2, the Proxy Statement will contain the Company Recommendation and the opinion of any such comments. The the Financial Advisor described in Section 3.17, and the Company shall promptly notify use reasonable best efforts to obtain the Buyer Stockholder Approval. Without limiting the foregoing, the Company shall engage a proxy solicitation firm and information agent, actively attempt to contact and obtain votes from the Company’s stockholders (including its retail stockholders with meaningful holdings of Shares), and work with the receipt Company’s transfer agent and inspector of elections to facilitate an appropriate and straightforward process for obtaining the Stockholder Approval. (b) Parent and Merger Sub will provide for inclusion or incorporation by reference in the Proxy Statement of all required information relating to Parent or its Affiliates. Parent and its counsel shall be given the opportunity to review and comment on the Proxy Statement before it is filed with the SEC. In addition, the Company will provide Parent and its counsel, in writing, any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, staff with respect to the Proxy StatementStatement promptly after the receipt of such comments or other communications, and will provide Parent and its counsel the Agreement or opportunity to review and comment on the transactions contemplated by the AgreementCompany’s proposed response thereto. The Company will cause respond promptly to any such comments from the SEC or its staff. (c) Each of the Company, Parent and Merger Sub agrees to promptly (i) correct any information provided by it specifically for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect and (ii) supplement the information provided by it specifically for use in the Proxy Statement to comply in all material respects with applicable Law, including the applicable provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time there shall occur any event, or there shall be discovered any information, that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or information that shall become necessary in order to make the statements thereinin the Proxy Statement, in the light of the circumstances under which they were made, not misleading. The Company further agrees to cause the Proxy Statement as so corrected or supplemented promptly to be filed with the SEC and to be disseminated to the holders of the Shares, the party that discovers such information shall promptly notify the other parties hereto and, in each case as and to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be filed promptly by the Company with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the transactions contemplated by the Agreementfederal securities Laws.

Preparation of Proxy Statement. If required by applicable Law in order to consummate the Merger, the (a) The Company shall, as soon as practicable following practicable, but in any event within twenty (20) days after the Acceptance Timedate hereof, prepare and file with the SEC (after providing the Buyer Parent and Merger Sub with a reasonable opportunity to review and comment thereon) preliminary proxy materials (including, without limitation, a proxy statement Schedule 13e-3 filing, if required to be filed under the Exchange Act) relating to the Stockholders’ Stockholders Meeting (together with any subsequent amendments thereof or supplements thereto, the “"Proxy Statement”). The Company ") with the SEC and shall use its commercially reasonable efforts to respond to any comments of the SEC or its staff (after providing the Buyer Parent and Merger Sub with a reasonable opportunity to review and comment thereon) and shall to cause the Proxy Statement to be mailed to its the Company's stockholders as promptly as practicable after responding to all such comments to the resolution satisfaction of any such commentsthe SEC. The Company shall notify Parent and Merger Sub promptly notify the Buyer of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyer Parent and Merger Sub with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, the Agreement Statement or the transactions contemplated by the AgreementTransactions. The Company will shall cause the Proxy Statement (other than portions relating to Parent and Merger Sub) to comply in all material respects with applicable Law, including the applicable provisions of the Exchange Act and the rules and regulations thereunderthereunder applicable to the Proxy Statement and the solicitation of proxies for the Stockholders Meeting (including any requirement to amend or supplement the Proxy Statement). Parent and Merger Sub shall cooperate with the Company in the preparation of the Proxy Statement, and each Party shall furnish to the other such information relating to it and its Affiliates and the Transactions and such further and supplemental information as may be reasonably requested by the other Party and shall promptly notify the other Party of any change in such information. If at any time prior to the Effective Time Stockholders Meeting there shall occur any event, or there shall be discovered any information, event that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingStatement, the party that discovers such information Company shall promptly notify the other parties hereto andprepare and mail to its stockholders such an amendment or supplement; provided, to the extent required by applicable Law, an appropriate that no such amendment or supplement describing such information shall to the -------- Proxy Statement will be filed promptly made by the Company with without providing Parent and the SEC (after providing Merger Sub the Buyer with a reasonable opportunity to review and comment thereon. (b) and disseminated by Subject to the Company's rights under Section 6.05(b), the Company to shall include in the stockholders Proxy Statement the unanimous recommendation of the voting members of the Company. The 's Board of Directors, subject to any modification, amendment or withdrawal thereof, and shall represent that the Company and Financial Advisor has, subject to the terms of its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications engagement letter with the SEC and Company, consented to the inclusion of references to its staff, including all meetings and telephone conferences, relating to opinion in the Proxy Statement, this Agreement or the transactions contemplated by the Agreement.

Preparation of Proxy Statement. If required by applicable Law As soon as practicable after the date hereof (and in order any event, but subject to consummate the MergerParent’s timely performance of its obligations under Section 7.01(b), within 15 business days hereof), the Company shall, as soon as practicable following the Acceptance Time, shall prepare and file shall cause to be filed with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) in preliminary form a proxy statement relating to the Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). The Company shall respond to any comments of the SEC or its staff (after providing the Buyer with a reasonable opportunity to review and comment thereon) and shall cause Except as expressly contemplated by Section 6.02(f), the Proxy Statement to be mailed to its stockholders as promptly as practicable after shall include the resolution of any such comments. The Company shall promptly notify the Buyer of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, Recommendation with respect to the Proxy StatementMerger, the Agreement or Fairness Opinions and a copy of Section 262 of the transactions contemplated by the AgreementDGCL. The Company will cause the Proxy Statement to comply in all material respects with applicable LawStatement, including at the applicable provisions time of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time there shall occur any event, or there shall be discovered any information, that should be set forth in an amendment or supplement to mailing of the Proxy Statement so that or any amendments or supplements thereto, and at the Proxy Statement would time of the Stockholders’ Meeting, to not include contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, the party however, that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment no representation or supplement describing such information shall be filed promptly warranty is made by the Company with respect to information supplied by Parent or Sub for inclusion or incorporation by reference in the Proxy Statement. The Company shall cause the Proxy Statement to comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder and to satisfy all rules of the NYSE. The Company shall promptly notify Parent and Sub upon the receipt of any comments from the SEC (after providing or the Buyer staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement, and shall provide Parent and Sub with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, and the Company shall provide Parent and Sub and their respective counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff. Prior to the filing of the Proxy Statement or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent and Sub a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement propose comments on such document or the transactions contemplated by the Agreementresponse.

Preparation of Proxy Statement. If required by applicable Law in order to consummate the Merger, the (a) The Company shall, as soon as practicable following practicable, but in any event (assuming prompt compliance by the Acceptance Timeother parties with their obligations under this Section 7.02) within thirty (30) days after the date hereof, prepare and file with the SEC (after providing the Buyer Merger Sub with a reasonable opportunity to review and comment thereon) preliminary proxy materials (including, without limitation, a Schedule 13e-3 filing, if required to be filed under the Exchange Act) relating to the meeting of the holders of shares of Company Common Stock to be held in connection with the Transactions (together with any amendments thereof or supplements thereto, the "Proxy Statement") (or, if requested by Merger Sub and applicable, an information statement in lieu of a proxy statement relating pursuant to Rule 14C under the Exchange Act, with all references herein to the Stockholders’ Meeting Proxy Statement being deemed to refer to such information statement, to the extent applicable) with the SEC (provided, that if the “Proxy Statement”Statement is not filed within 30 days after the date of this Agreement, but the Company is using its best efforts to cause the Proxy Statement to be promptly filed, it shall not be deemed a material breach of this Agreement by the Company). The Company shall thereafter use its commercially reasonable efforts to respond to any comments of the SEC or its staff (after providing the Buyer Merger Sub with a reasonable opportunity to review and comment thereon) and shall to cause the Proxy Statement to be mailed to its the Company's stockholders as promptly as practicable after responding to all such comments to the resolution satisfaction of any such commentsthe SEC staff. The Company shall notify Merger Sub promptly notify the Buyer of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyer Merger Sub with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, the Agreement Statement or the transactions contemplated by the AgreementTransactions. The Company will cause the Proxy Statement (other than portions relating to the Merger Sub or the Investor Group) to comply in all material respects with applicable Law, including the applicable provisions of the Exchange Act and the rules and regulations thereunderthereunder applicable to the Proxy Statement and the solicitation of proxies for the Stockholders' Meeting (including any requirement to amend or supplement the Proxy Statement). Merger Sub and the members of the Investor Group shall cooperate with the Company in the preparation of the Proxy Statement, and without limiting the generality of the foregoing, each party shall promptly furnish to the other such information relating to it and its affiliates and the Transactions and such further and supplemental information as may be reasonably requested by the other party and shall promptly notify the other party of any change in such information. If at any time prior to the Effective Time Stockholders Meeting there shall occur any event, or there shall be discovered any information, event that should be set forth in an amendment or supplement to the Proxy Statement so Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement; provided, that no such amendment or supplement to the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to will be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be filed promptly made by the Company with the SEC (after without providing the Buyer with Merger Sub a reasonable opportunity to review and comment thereon. (b) and disseminated by The Company agrees to include in the Company to Proxy Statement the stockholders unanimous recommendation of the voting members of the Company. The Company 's Board of Directors, subject to any modification, amendment or withdrawal thereof, and represents that the Company's Financial Advisor has, subject to the terms of its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications engagement letter with the SEC and Company, consented to the inclusion of references to its staff, including all meetings and telephone conferences, relating to opinion in the Proxy Statement, this Agreement or the transactions contemplated by the Agreement.

Preparation of Proxy Statement. If required by applicable Law As soon as practicable after the date hereof (and in order any event, but subject to consummate the MergerParent’s timely performance of its obligations under Section 7.01(b), within twenty (20) Business Days hereof), the Company shall, as soon as practicable following the Acceptance Time, shall prepare and file shall cause to be filed with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) in preliminary form a proxy statement relating to the Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). The Company shall respond to any comments of the SEC or its staff (after providing the Buyer with a reasonable opportunity to review and comment thereon) and shall cause Except as expressly contemplated by Section 6.02(d), the Proxy Statement to be mailed to its stockholders as promptly as practicable after shall include the resolution of any such comments. The Company shall promptly notify the Buyer of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, Recommendation with respect to the Proxy StatementMerger, the Agreement or Fairness Opinion and a copy of Section 262 of the transactions contemplated by the AgreementDGCL. The Company will cause the Proxy Statement to comply in all material respects with applicable LawStatement, including at the applicable provisions time of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time there shall occur any event, or there shall be discovered any information, that should be set forth in an amendment or supplement to mailing of the Proxy Statement so that or any amendments or supplements thereto, and at the Proxy Statement would time of the Stockholders’ Meeting, to not include contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, the party however, that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment no representation or supplement describing such information shall be filed promptly warranty is made by the Company with respect to information expressly supplied by Parent or Sub for inclusion or incorporation by reference in the Proxy Statement. The Company shall cause the Proxy Statement to comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder and to satisfy all rules of the NYSE. The Company shall promptly notify Parent and Sub upon the receipt of any comments from the SEC (after providing or the Buyer staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement, and shall provide Parent and Sub with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, and the Company shall provide Parent and Sub and their respective counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff. Prior to the filing of the Proxy Statement or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent and Sub a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement propose comments on such document or the transactions contemplated by the Agreementresponse.

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

Preparation of Proxy Statement. If required by applicable Law in order to consummate the Merger, the The Company shall, as soon as practicable no later than fifteen (15) Business Days following the Acceptance Timeexecution of this Agreement, prepare and file with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) a proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”). The Company shall ) in accordance with the Exchange Act and any other applicable Laws, will use its commercially reasonable efforts to respond to any comments of the SEC or its staff to the satisfaction of the SEC or its staff within five (after providing the Buyer with a reasonable opportunity 5) Business Days following receipt thereof and to review and comment thereon) and shall cause the Proxy Statement to be mailed to its the Company’s stockholders as promptly as practicable after within five (5) Business Days following clearance of the resolution Proxy Statement by the SEC, provided that the preceding time periods shall be extended to the extent of any such commentsfailure by Parent to provide comments within the time periods set forth in the last sentence of this Section 7.3(b). The Proxy Statement shall include the Recommendation unless prior to the date of mailing a Change in Board Recommendation shall have occurred pursuant to Section 6.2(d). The Company shall notify Parent promptly notify the Buyer of upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or for additional information information, and shall supply the Buyer Parent with copies of all correspondence between the Company or any of its representativesRepresentatives, on the one hand, and the SEC, or its staff, or any other government officials, on the other hand, with respect to the Proxy Statement, the Agreement or the transactions contemplated by the Agreement. The Company will cause shall consult with Parent and its counsel prior to responding to any comments from the Proxy Statement to comply in all material respects with applicable Law, including the applicable provisions of the Exchange Act and the rules and regulations thereunderSEC or its staff or any other government officials. If at any time prior to the Effective Time Company Stockholders Meeting there shall occur any event, or there shall be discovered any information, event that should be set forth in an amendment or supplement to the Proxy Statement Statement, the Company shall promptly prepare and mail to its stockholders and file with the SEC any such amendment or supplement. The Company shall not file or mail any Proxy Statement, or any amendment or supplement thereto, to the Company’s stockholders prior to consultation with Parent and consideration in good faith of any comments submitted by Parent, which comments of Parent shall be accepted so that long as they are reasonable and not in violation of applicable Law. Parent shall provide comments regarding any draft of the Proxy Statement would not include or any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be filed promptly by the Company thereto promptly, and in any event, with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) and disseminated by the Company respect to the stockholders initial draft of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement within five (5) Business Days following Parent’s receipt thereof, and with respect to any amendment or the transactions contemplated by the Agreementsupplement thereto, within three (3) Business Days following Parent’s receipt thereof.

Preparation of Proxy Statement. If required by applicable Law in order to consummate the Merger, the (a) The Company shall, as soon as practicable following practicable, but in any event (assuming prompt compliance by the Acceptance Timeother parties with their obligations under this Section 7.02) within thirty (30) days after the date hereof, prepare and file with the SEC (after providing the Buyer Merger Sub with a reasonable opportunity to review and comment thereon) preliminary proxy materials (including, without limitation, a Schedule 13e-3 filing, if required to be filed under the Exchange Act) relating to the meeting of the holders of shares of Company Common Stock to be held in connection with the Transactions (together with any amendments thereof or supplements thereto, the "PROXY STATEMENT") (or, if requested by Merger Sub and applicable, an information statement in lieu of a proxy statement relating pursuant to Rule 14C under the Exchange Act, with all references herein to the Stockholders’ Meeting Proxy Statement being deemed to refer to such information statement, to the extent applicable) with the SEC (provided, that if the “Proxy Statement”Statement is not filed within 30 days after the date of this Agreement, but the Company is using its best efforts to cause the Proxy Statement to be promptly filed, it shall not be deemed a material breach of this Agreement by the Company). The Company shall thereafter use its commercially reasonable efforts to respond to any comments of the SEC or its staff (after providing the Buyer Merger Sub with a reasonable opportunity to review and comment thereon) and shall to cause the Proxy Statement to be mailed to its the Company's stockholders as promptly as practicable after responding to all such comments to the resolution satisfaction of any such commentsthe SEC staff. The Company shall notify Merger Sub promptly notify the Buyer of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyer Merger Sub with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, the Agreement Statement or the transactions contemplated by the AgreementTransactions. The Company will cause the Proxy Statement (other than portions relating to the Merger Sub or the Investor Group) to comply in all material respects with applicable Law, including the applicable provisions of the Exchange Act and the rules and regulations thereunderthereunder applicable to the Proxy Statement and the solicitation of proxies for the Stockholders' Meeting (including any requirement to amend or supplement the Proxy Statement). Merger Sub and the members of the Investor Group shall cooperate with the Company in the preparation of the Proxy Statement, and without limiting the generality of the foregoing, each party shall promptly furnish to the other such information relating to it and its affiliates and the Transactions and such further and supplemental information as may be reasonably requested by the other party and shall promptly notify the other party of any change in such information. If at any time prior to the Effective Time Stockholders Meeting there shall occur any event, or there shall be discovered any information, event that should be set forth in an amendment or supplement to the Proxy Statement so Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement; PROVIDED, that no such amendment or supplement to the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to will be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be filed promptly made by the Company with the SEC (after without providing the Buyer with Merger Sub a reasonable opportunity to review and comment thereon. (b) and disseminated by The Company agrees to include in the Company to Proxy Statement the stockholders unanimous recommendation of the voting members of the Company. The Company 's Board of Directors, subject to any modification, amendment or withdrawal thereof, and represents that the Company's Financial Advisor has, subject to the terms of its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications engagement letter with the SEC and Company, consented to the inclusion of references to its staff, including all meetings and telephone conferences, relating to opinion in the Proxy Statement, this Agreement or the transactions contemplated by the Agreement.

Preparation of Proxy Statement. If required by applicable Law in order to consummate the Merger, the Company shall, as soon (a) As promptly as practicable following the Acceptance Timedate hereof, Parent shall prepare and file or cause to be filed with the SEC, the Proxy Statement in order to seek the Parent Stockholder Approvals. Company Equityholder and Company shall (x) use its reasonable best efforts to promptly furnish the information required by the SEC or federal securities Laws to be included in the Proxy Statement concerning the Company Equityholder, Company and their Subsidiaries and (after providing y) use its reasonable best efforts to provide such other information and assistance as may be reasonably requested by Parent or Parent’s outside legal counsel in connection with the Buyer with a reasonable opportunity preparation, filing and distribution of the Proxy Statement. Without limiting the foregoing, the Company Equityholder and Company shall provide to review Parent (i) the Audited Financial Statements, and comment thereon(ii) a proxy statement such other information relating to (A) the Stockholders’ Meeting Company Equityholder, Company or their Subsidiaries or (B) the Acquisition or the Person(s) or business(es) acquired, or contemplated or in discussions to be acquired, by the Company Group pursuant to the Acquisition as Parent may reasonably request to be included in the Proxy Statement, including in connection with the preparation of pro forma financial statements to be included in the Proxy Statement, with all such information in the foregoing clauses (i) and (ii) to be in such form as shall comply with all applicable SEC requirements with respect to the Proxy Statement (collectively, the “Proxy StatementRequired Financial Information”). The Company Equityholder and Company shall respond to any comments of update the Required Financial Information at such times as may be required by the SEC or applicable Law. Parent shall use its staff (reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after providing the Buyer with a reasonable opportunity filing and to review and comment thereon) and shall cause the Proxy Statement to be mailed to its stockholders the holders of Parent Common Shares as promptly as practicable after the resolution Proxy Statement shall have been cleared by the SEC. Each Party shall also take any action required to be taken and make any necessary filings under the Securities Act, the Exchange Act or any applicable state securities Laws in connection with the Transactions, this Agreement, the Gexpro Agreement or the Share Issuances. Parent shall provide the Company a reasonable opportunity to review and comment on all filings to be made by Parent with the SEC in connection with the Transactions and all mailings to the stockholders of Parent in connection with the Transactions before such filings are made or such mailings are sent, which comments Parent shall consider in good faith, acting reasonably. (b) If at any time prior to the Closing, any Party discovers any information relating to Parent, Company or the Company Group, or any of their respective Affiliates, managers, directors or officers that should be set forth in an amendment or supplement Proxy Statement so that such comments. The Company documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the Buyer other Parties and Parent shall promptly cause to be filed with the SEC an appropriate amendment or supplement describing such information and, to the extent required by Law, disseminate such information to the stockholders of Parent. (c) The Parties shall notify each other promptly of the receipt of any correspondence, communications or comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyer each other with (i) copies of all correspondence and a description of all material oral discussions between the Company it or any of its representativesrespective Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement, the Agreement Statement or the transactions contemplated by the Agreement. The Company will cause the Proxy Statement to comply in Transactions and (ii) copies of all material respects with applicable Law, including the applicable provisions orders of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time there shall occur any event, or there shall be discovered any information, that should be set forth in an amendment or supplement SEC relating to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information Statement. Each Party shall promptly notify provide the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be filed promptly by the Company with the SEC (after providing the Buyer with Parties a reasonable opportunity to review and comment thereon) and disseminated on all written responses by such Party to any such correspondence, communications or comments from the Company to SEC or the stockholders staff of the Company. The Company and its counsel SEC, which comments such Party shall permit the Buyerconsider in good faith, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the transactions contemplated by the Agreementacting reasonably.

Preparation of Proxy Statement. If required by applicable Law in order to consummate the Merger, the Company shall, as soon (a) As promptly as practicable following the Acceptance Timedate of this Agreement, Foreign Parent shall prepare and file with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) a preliminary proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”)) in connection with the Foreign Parent Stockholders Meeting. The Company shall respond to any comments cooperate with Foreign Parent in connection with the preparation of the SEC or its staff (after providing the Buyer with a reasonable opportunity to review and comment thereon) and shall cause the Proxy Statement and shall furnish all information concerning such party as Foreign Parent may reasonably request in connection with the preparation of the Proxy Statement. Foreign Parent shall use its reasonable best efforts to be mailed to its stockholders respond as promptly as practicable after to any comments from the resolution SEC with respect to the Proxy Statement and to cause the version of any such commentsthe Proxy Statement approved by the SEC to be mailed as promptly as practicable to the stockholders of Foreign Parent as provided in Section 5.5. The Parent will use all commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 5.1 to comply in all material respects with applicable Legal Requirements. (b) All filings by Foreign Parent with the SEC in connection with the transactions contemplated hereby, including the Proxy Statement, and all mailings to Foreign Parent’s stockholders in connection with the Merger and transactions contemplated by this Agreement shall be subject to the prior review and comment by the Company (which shall not be unreasonably delayed). Foreign Parent shall (i) as promptly as practicable notify the Buyer Company of (A) the receipt of any comments from the SEC and of all other written correspondence and oral communications with the SEC relating to the Proxy Statement and (B) any request by the SEC for amendments any amendment or supplements to the Proxy Statement or for additional information with respect thereto and shall (ii) supply the Buyer Company with copies of all correspondence between the Company it or any of its representativesRepresentatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, the Agreement Statement or the transactions contemplated by the Agreement. The Company will cause the Proxy Statement to comply in all material respects with applicable Law, including the applicable provisions of the Exchange Act and the rules and regulations thereunderMerger. If at any time prior to the Effective Time there shall occur any eventinformation relating to the Company, Foreign Parent, Parent or Merger Sub, or there shall be any of their respective Affiliates, directors or officers, is discovered any informationby the Company, that should Foreign Parent, Parent or Merger Sub, which is required to be set forth in an amendment or supplement to the Proxy Statement Statement, so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading (including any assumptions underlying forward-looking information), then the party that which discovers such information shall promptly notify the other parties hereto andand Foreign Parent shall, to with the extent required by applicable Lawcooperation of the Company, prepare, disseminate and file, as applicable, an appropriate amendment or supplement describing such information shall be filed promptly by the Company with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the transactions contemplated by the Agreementinformation.

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

Preparation of Proxy Statement. If As soon as practicable after the date of this Agreement (and in any event, within twenty (20) Business Days hereof, assuming the Company has received all required by applicable Law in order to consummate the Mergerinformation from Parent), the Company shall, as soon as practicable following the Acceptance Time, shall prepare and file shall cause to be filed with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) in preliminary form a proxy statement relating to the Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). Except as expressly contemplated by Section 5.02(e), the Proxy Statement shall include the Company Board Recommendation with respect to the Merger. Each of Parent, Silk USA and Merger Sub will cooperate with the Company in connection with the preparation of the Proxy Statement, including by furnishing to the Company the information relating to it and/or its Affiliates or Representatives required by the Exchange Act to be set forth in the Proxy Statement promptly following any request therefor from the Company. The Company shall respond shall, assuming Parent’s compliance with its obligations under Section 6.01(b), cause the Proxy Statement, at the date of mailing to any comments the Company’s stockholders, to comply as to form in all material respects with the provisions of the SEC Exchange Act. Notwithstanding the foregoing, the Company shall not file the Proxy Statement, or its staff (after any amendment or supplement thereto, without providing the Buyer with Parent, Silk USA, Merger Sub or their counsel a reasonable opportunity to review and comment thereon) thereon (and such comments shall cause be reasonably considered by the Proxy Statement Company); provided, that in connection with an Acquisition Proposal, a Superior Proposal, a Change in Company Board Recommendation, or an Intervening Event, so long as the only information contained therein with respect to Parent, Silk USA or Merger Sub relates to this Agreement or the transactions contemplated hereby or any other Acquisition Proposal made by Parent, Silk USA or Merger Sub, the Company’s only obligation shall be mailed to its stockholders as promptly as practicable after the resolution provide to Parent a copy of any such commentsfiling, or amendment or supplement thereto, in advance of filing. The Company shall promptly notify the Buyer Parent of the receipt of any written or oral comments or substantive inquires received by the Company from the SEC and of any request by or the SEC for amendments or supplements staff thereof related to the Proxy Statement or any request for additional information and information. The Company shall supply the Buyer promptly provide Parent with copies of all written correspondence between the Company or any of and its representativesRepresentatives, on the one hand, and the SECSEC or the staff thereof, on the other hand, with respect to the Proxy Statement, the Agreement or the transactions contemplated by the Agreement. The Company will cause the Proxy Statement to comply in all material respects shall provide Parent, Silk USA, Merger Sub and their counsel with applicable Law, including the applicable provisions copies of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time there shall occur any event, or there shall be discovered any information, that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required written responses to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be filed promptly submitted by the Company with in response to any comments or substantive inquiries from the SEC (after providing or the Buyer with staff thereof and shall provide Parent, Silk USA and Merger Sub and their counsel a reasonable opportunity to review and comment thereon) thereon (and disseminated such comments shall be reasonably considered by the Company); provided, that in connection with an Acquisition Proposal, a Superior Proposal, a Change in Company Board Recommendation, or an Intervening Event, so long as the only information contained therein with respect to the stockholders of the Company. The Company and its counsel shall permit the BuyerParent, the Acquisition Silk USA or Merger Sub and their counsel relates to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the transactions contemplated hereby or any other Acquisition Proposal made by Parent, Silk USA or Merger Sub, the Company’s only obligation shall be to provide to Parent a copy of such written response in advance of submission to the SEC or the staff thereof. The Company shall use its reasonable best efforts to resolve, and each Party agrees to consult and cooperate with the other Parties and use reasonable best efforts in resolving, all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof and to cause the Proxy Statement in definitive form to be cleared by the AgreementSEC as promptly as reasonably practicable following the filing thereof.

Preparation of Proxy Statement. If required by applicable Law in order to consummate the Merger, the Stockholders -------------------------------------------- Meeting. (a) The Company shall, as soon as practicable following the Acceptance Timepracticable, prepare and file ------- with the SEC the proxy materials that shall constitute the proxy statement relating to the Merger and the Transactions to be submitted to the Company's stockholders at the Company Stockholders Meeting to approve the Merger and the Transactions (after providing such proxy materials, and any amendments or supplements, the Buyer "PROXY STATEMENT") in preliminary form, and the Company shall use its --------------- reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. The Parent shall promptly provide to the Company all information regarding the Parent required to be included in the Proxy Statement in accordance with the Exchange Act and the rules of the SEC thereunder. Except as otherwise expressly permitted in accordance with Section 6.02(d), the Proxy Statement shall include the recommendation --------------- of the Company Board as provided in Section 4.04(b). Parent and its counsel --------------- shall be given a reasonable opportunity to review and comment thereon) a on the Proxy Statement and all related proxy statement relating materials prior to such documents being filed with the Stockholders’ Meeting (SEC. At the “earliest practical date following clearance of the Proxy Statement”). The Statement by the SEC, the Company shall respond use its reasonable best efforts to any comments of prepare and file with the SEC or its staff (after providing the Buyer with a reasonable opportunity definitive Proxy Statement and to review and comment thereon) and shall cause the definitive Proxy Statement to be mailed to its stockholders as promptly as the Company's stockholders, in each case at the earliest practicable after date following the resolution of any such comments. The Company shall promptly notify the Buyer filing of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the preliminary Proxy Statement or for additional information and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, the Agreement or the transactions contemplated by the Agreement. The Company will cause the Proxy Statement to comply in all material respects with applicable Law, including the applicable provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to receipt of the Effective Time Company Stockholder Approval there shall occur any event, or there shall be discovered any information, event that should be set forth in an amendment or supplement to the Proxy Statement Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. (b) The Company shall establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (the "COMPANY STOCKHOLDERS MEETING") for the purpose of seeking the Company ---------------------------- Stockholder Approval. The record and meeting dates for the Company Stockholders Meeting shall be established so that as to permit completion of the Proxy Statement would not include any misstatement Merger and the other Transactions at the earliest practicable date and shall be reasonably acceptable to each of a material fact or omit to state any material fact the Company and Parent. (c) The Company shall be required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be filed promptly comply with Section 7.01(b) notwithstanding any action taken by the Company with the SEC Board pursuant --------------- to Section 6.02 (after providing the Buyer with a reasonable opportunity d) to review and comment thereon) and disseminated by the Company to the stockholders withdraw or modify its approval or recommendation of the Company. The Company --------------- Merger and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the transactions contemplated by the Agreementto approve or recommend any Superior Company Proposal.

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

Preparation of Proxy Statement. If required by applicable Law As promptly as reasonably practicable after the date hereof (and in order to consummate the Mergerany event within fifteen business days), the Company, with the assistance of Parent, shall prepare, and the Company shall, as soon as practicable following the Acceptance Time, prepare and shall file with the SEC (after providing SEC, the Buyer with a reasonable opportunity preliminary Proxy Statement in form and substance reasonably satisfactory to review each of the Company and comment thereon) a proxy statement Parent relating to the Stockholders’ Meeting (Merger and the “transactions contemplated hereby. Subject to the terms of this Agreement, the Proxy Statement”)Statement shall reflect the Recommendation and shall include a description of the other Board Actions. The Company shall also include in the Proxy Statement, and represents that it will have obtained at the relevant time all necessary consents of the Company’s financial advisor to permit the Company to include in the Proxy Statement, in its entirety, the Fairness Opinion, together with a summary thereof. Parent shall cooperate with the Company in the preparation of the preliminary Proxy Statement and the definitive Proxy Statement and shall furnish to the Company the information relating to it and Merger Sub required by the Exchange Act or as reasonably requested by the Company. The Company shall use its commercially reasonable efforts, after consultation with Parent, to respond as promptly as practicable to any comments of the SEC and to cause the Proxy Statement in definitive form to be mailed to the Company’s shareholders in accordance with Section 6.01(a). 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 that it shall have become false or misleading in any material respect. The Company agrees to take all steps reasonably necessary to cause the Proxy Statement as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as, and to the extent, required by applicable Law. The Company shall promptly provide Parent and its counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from the SEC or its staff (after providing including any request by the Buyer SEC or its staff for any amendments or supplements to the preliminary Proxy Statement or the definitive Proxy Statement), and the Company and Parent shall cooperate in filing with the SEC or its staff, and, if required, the Company shall mail to its shareholders, as promptly as reasonably practicable, such amendment or supplement. Parent and its counsel shall be given a reasonable opportunity to review any written responses to such SEC comments and comment thereon) the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by Parent and shall cause the its counsel. The Proxy Statement to be mailed to its stockholders as promptly as practicable after the resolution of any such comments. The Company shall promptly notify the Buyer of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, the Agreement or the transactions contemplated by the Agreement. The Company will cause the Proxy Statement to comply in all material respects with all applicable requirements of Law, including the applicable provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time there shall occur any event, or there shall be discovered any information, that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be filed promptly by the Company with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the transactions contemplated by the Agreement.

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

Preparation of Proxy Statement. If required by applicable Law As soon as practicable after the date hereof (and in order any event, but subject to consummate the MergerParent's timely performance of its obligations under Section 7.01(b), within twenty (20) Business Days hereof), the Company shall, as soon as practicable following the Acceptance Time, shall prepare and file shall cause to be filed with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) in preliminary form a proxy statement relating to the Stockholders’ ' Meeting (together with any amendments thereof or supplements thereto, the “"Proxy Statement”"). The Company shall respond to any comments of the SEC or its staff (after providing the Buyer with a reasonable opportunity to review and comment thereon) and shall cause Except as expressly contemplated by Section 6.02(d), the Proxy Statement to be mailed to its stockholders as promptly as practicable after shall include the resolution of any such comments. The Company shall promptly notify the Buyer of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, Recommendation with respect to the Proxy StatementMerger, the Agreement or Fairness Opinion and a copy of Section 262 of the transactions contemplated by the AgreementDGCL. The Company will cause the Proxy Statement to comply in all material respects with applicable LawStatement, including at the applicable provisions time of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time there shall occur any event, or there shall be discovered any information, that should be set forth in an amendment or supplement to mailing of the Proxy Statement so that or any amendments or supplements thereto, and at the Proxy Statement would time of the Stockholders' Meeting, to not include contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, the party however, that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment no representation or supplement describing such information shall be filed promptly warranty is made by the Company with respect to information expressly supplied by Parent or Sub for inclusion or incorporation by reference in the Proxy Statement. The Company shall cause the Proxy Statement to comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder and to satisfy all rules of the NYSE. The Company shall promptly notify Parent and Sub upon the receipt of any comments from the SEC (after providing or the Buyer staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement, and shall provide Parent and Sub with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, and the Company shall provide Parent and Sub and their respective counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff. Prior to the filing of the Proxy Statement or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent and Sub a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement propose comments on such document or the transactions contemplated by the Agreementresponse.

Preparation of Proxy Statement. If required by applicable Law in order to consummate the Merger, the (a) The Company shall, as soon as practicable following (and if all other parties hereto comply with their obligations under this Section 7.02, within thirty (30) days after the Acceptance Timedate hereof), prepare and file with the SEC (after providing the Buyer Merger Sub with a reasonable opportunity to review and comment thereon) preliminary proxy materials (including, without limitation, a Schedule 13E-3 filing, if required to be filed under the Exchange Act) relating to the meeting of the holders of shares of Company Common Stock to be held in connection with the Transactions (together with any amendments thereof or supplements thereto, the "Proxy Statement") (or, if requested by Merger Sub and permitted by Law, an information statement in lieu of a proxy statement relating pursuant to Rule 14C under the Exchange Act, with all references herein to the Stockholders’ Meeting (Proxy Statement being deemed to refer to such information statement, to the “Proxy Statement”). The Company extent applicable) with the SEC and shall use its commercially reasonable efforts to respond to any comments of the SEC or its staff (after providing the Buyer Merger Sub with a reasonable opportunity to review and comment thereon) and shall to cause the Proxy Statement to be mailed to its stockholders the Company's shareholders as promptly as practicable after responding to all such comments to the resolution satisfaction of any such commentsthe SEC staff. The Company shall notify Merger Sub promptly notify the Buyer of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyer Merger Sub with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, the Agreement Statement or the transactions contemplated by the AgreementTransactions. The Company will cause the Proxy Statement (other than portions relating to Parent or Merger Sub) to comply in all material respects with applicable Law, including the applicable provisions of the Exchange Act and the rules and regulations thereunderthereunder applicable to the Proxy Statement and the solicitation of proxies for the Shareholders' Meeting (including any requirement to amend or supplement the Proxy Statement). Merger Sub and Parent shall cooperate with the Company in the preparation of the Proxy Statement, and without limiting the generality of the foregoing, each party shall furnish to the other such information relating to it and its affiliates and the Transactions and such further and supplemental information as may be reasonably requested by the other party and shall promptly notify the other party of any change in such information. If at any time prior to the Effective Time Shareholders Meeting there shall occur any event, or there shall be discovered any information, event that should be set forth in an amendment or supplement to the Proxy Statement so Statement, the Company shall promptly prepare and mail to its shareholders such an amendment or supplement; provided, that no such amendment or supplement to the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to will be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be filed promptly made by the Company with the SEC (after without providing the Buyer with Merger Sub a reasonable opportunity to review and comment thereon. (b) and disseminated by Unless the Board of Directors or the Special Committee determines in good faith, following consultation with its outside counsel as to legal matters, that its fiduciary duties require otherwise, the Company agrees to include in the stockholders Proxy Statement the unanimous recommendation of the voting members of the Company. The Company 's Board of Directors, subject to any modification, amendment or withdrawal thereof, and represents that the Special Committee Financial Advisor has, subject to the terms of its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications engagement letter with the SEC and Company, consented to the inclusion of references to its staff, including all meetings and telephone conferences, relating to opinion in the Proxy Statement, this Agreement or the transactions contemplated by the Agreement.

Preparation of Proxy Statement. If required by applicable Law in order to consummate the Merger, (a) Each of the Company shalland Parent shall cooperate with each other in the preparation of the preliminary and the definitive Proxy Statement, as soon as practicable following including all amendments or supplements to the Acceptance Time, preliminary Proxy Statement. The Company shall prepare and file with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) a proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”). The Company shall respond to any comments of the SEC or its staff (after providing the Buyer with a reasonable opportunity to review and comment thereon) and shall cause the preliminary Proxy Statement (which shall, subject to be mailed to its stockholders Section 8.7, include the Board Recommendation) as promptly as reasonably practicable after following the resolution date of this Agreement (and in any such commentsevent no later than 30 days following the date of this Agreement). The Company shall promptly notify the Buyer Parent of the receipt of any comments from of the SEC with respect to the preliminary Proxy Statement and of any request requests by the SEC for amendments any amendment or supplements to the Proxy Statement supplement thereto or for additional information and shall supply the Buyer with provide to Parent, as promptly as reasonably practicable, copies of all written correspondence between the Company or any Representative of its representatives, on the one hand, Company and the SEC, on the other hand, SEC with respect to the preliminary or definitive Proxy Statement. If any comments are received from the SEC with respect to the preliminary Proxy Statement, the Agreement or Company shall respond as promptly as reasonably practicable to such comments. Parent shall, as promptly as reasonably practicable, provide the transactions contemplated by the Agreement. The Company will cause with such information as may be required to be included in the Proxy Statement or as may be reasonably required to comply respond to any comment of the SEC. As promptly as reasonably practicable after all comments received from the SEC have been cleared by the SEC (and in any event within five Business Days after such clearance), which clearance will be deemed to occur if the SEC has not affirmatively notified the Company prior to the tenth day after filing the preliminary Proxy Statement that the SEC will not be reviewing the Proxy Statement, and all material respects information required to be contained in the Proxy Statement has been included therein, the Company shall file the definitive Proxy Statement with the SEC and cause such definitive Proxy Statement to be mailed (including by electronic delivery if permitted) to its stockholders of record as of a record date reasonably established by the Company Board in accordance with applicable Law, . (b) The Company shall make all necessary filings with respect to the Transactions (including the applicable provisions of Merger) under the Exchange Act and applicable “blue sky” laws and the rules and regulations thereunder. The Company will advise Parent, promptly after it receives notice thereof, of the time when any supplement or amendment to the Proxy Statement has been filed. (c) If at any time prior to, but not after, the receipt of the Company Stockholder Approval, any information relating to Parent or the Effective Time there shall occur any eventCompany, or there shall any of their respective Affiliates, officers or directors, should be discovered any information, by Parent or the Company that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement such documents would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party Party that discovers such information shall promptly notify the other parties hereto Party, and an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and, to the extent required by applicable Law, an appropriate disseminated to the stockholders of the Company. (d) Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement describing such information shall be filed promptly by thereto) or responding to any comments of the SEC with respect thereto, the Company with the SEC will (after providing the Buyer i) provide Parent with a reasonable opportunity to review and comment thereonon such document or response (including the proposed final version of such document or response), (ii) shall give reasonable consideration for inclusion in such document or response all comments reasonably and disseminated promptly proposed by the Company Parent and (iii) shall not file or mail such document or respond to the stockholders SEC prior to receiving the approval of the Company. The Company and its counsel Parent, which approval shall permit the Buyernot be unreasonably withheld, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement conditioned or the transactions contemplated by the Agreementdelayed.

Preparation of Proxy Statement. If required by applicable Law in order to consummate As promptly as practicable and no later than 10 days after the Mergerdate hereof, the Company shall, as soon as practicable following the Acceptance Time, shall prepare and file with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) a proxy statement relating to be sent to the Stockholders’ Meeting stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the “"Company Stockholders Meeting") (such proxy statement as amended or supplemented is referred to herein as the "Proxy Statement”"). The Company shall respond to any comments of the SEC or its staff (after providing the Buyer with a reasonable opportunity to review and comment thereon) and shall cause the Proxy Statement will, when prepared pursuant to be this Section 5.2 and mailed to its stockholders as promptly as practicable after the resolution of any such comments. The Company shall promptly notify the Buyer of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyer with copies of all correspondence between the Company or any of its representativesCompany's stockholders, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, the Agreement or the transactions contemplated by the Agreement. The Company will cause the Proxy Statement to comply in all material respects with applicable Law, including the applicable provisions requirements of the Exchange Act Act. The information supplied by each of Parent and the rules Company for inclusion in the Proxy Statement shall not, on the date the Proxy Statement is first mailed to Company's stockholders, at the time of the Company Stockholders Meeting and regulations thereunderat the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting which has become false or 31 36 misleading. Each of Parent and the Company shall indemnify and hold harmless the other from any obligations, claims or liabilities arising from any statement supplied by such party for inclusion in the Proxy Statement which, at the time such statement was made, is false or misleading with respect to any material fact, or omits to state any material fact necessary in order to make the statement, in light of the circumstances under which is was made, not false or misleading. If at any time prior to the Effective Time there shall occur any event, event or there shall information should be discovered any informationby Parent, that Merger Sub or the Company which should be set forth in an amendment or a supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be filed promptly by the Company with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, Parent, Merger Sub or the Company, as the case may be, will promptly inform the other parties. The Proxy Statement shall include the declaration of the Company Board of the advisability of the Merger and its recommendation that the Company's stockholders approve the Merger, unless the Company Board determines in good faith, after considering the advice of its financial advisor and reputable outside legal counsel experienced in such matters (and the parties recognize that Suthxxxxxx Xxxxxx & Xrenxxx XXX is so experienced), that withdrawal or modification of its declaration and recommendation is necessary because this Agreement or the transactions contemplated Merger is no longer in the best interests of the Company's stockholders. The Proxy Statement shall be reviewed and approved by Parent and Parent's counsel prior to the Agreementmailing of such Proxy Statement to the Company's stockholders.

Preparation of Proxy Statement. If STOCKHOLDER MEETING. (a) As promptly as practicable after Buyer or MergerCo first purchases Shares pursuant to the Offer, and if required by applicable Law in order to consummate the Mergerlaw, the Company shall, as soon as practicable following the Acceptance Time, shall prepare and file with the SEC (after providing a preliminary proxy or information statement in accordance with the Buyer with a reasonable opportunity to review and comment thereon) a proxy statement Exchange Act relating to the Stockholders’ Meeting Merger and this Agreement and use its best efforts (x) to obtain and furnish the “information required to be included by the Exchange Act and the SEC in the Proxy Statement”). The Company shall Statement and, after consultation with Buyer, to respond promptly to any comments of made by the SEC with respect to the preliminary proxy or its staff (after providing the Buyer with information statement and cause a reasonable opportunity to review and comment thereon) and shall cause the Proxy Statement definitive proxy or information statement, including any amendment or supplement thereto to be mailed to its stockholders as promptly as practicable after stockholders, provided that no amendment or supplement to the resolution of Proxy Statement or information statement will be made by the Company without consultation with Buyer and its counsel. If, at any time prior to the Stockholders Meeting, any event, with respect to the Company, its Subsidiaries, directors, officers, and/or the Merger or the other transactions contemplated hereby, shall occur, which is required to be described in the Proxy Statement, the Company shall so describe such comments. event and, to the extent required by applicable law, shall cause it to be disseminated to the Company's stockholders. (b) The Company shall promptly will immediately notify the Buyer MergerCo and its affiliates of (i) the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to regarding the Proxy Statement or for additional information and shall supply (ii) the Buyer with copies approval of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, the Agreement or the transactions contemplated by the Agreement. The Company will cause the Proxy Statement to comply in all material respects with applicable Law, including by the applicable provisions of the Exchange Act and the rules and regulations thereunderSEC. If at any time prior to the Effective Time there shall occur any event, or there MergerCo shall be discovered any information, that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be filed promptly by the Company with the SEC (after providing the Buyer with given a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in on all communications filings with the SEC and all mailings to the Company's stockholders in connection with the Merger prior to the filing or mailing thereof, and the Company shall use its staffbest efforts to reflect all such reasonable comments. (c) The Company will, including as promptly as practicable following the expiration of the Offer and in consultation with MergerCo, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting") for the purpose of approving this Agreement and the transactions contemplated by this Agreement. The Company will, through its Board of Directors, recommend to its stockholders approval of the foregoing matters and seek to obtain all votes and approvals thereof by the stockholders, as set forth in Section 4.15; PROVIDED, HOWEVER; that the obligations contained herein shall be subject to the provisions of Section 7.6 of this Agreement. Subject to the foregoing, such recommendation, together with a copy of the opinion referred to in Section 4.14 shall be included in the Proxy Statement. The Company will use its best efforts to hold such meetings as soon as practicable after the date hereof. Notwithstanding the foregoing, if MergerCo shall acquire at least 90% of the outstanding Company Common Stock pursuant to the Offer, MergerCo may, in its sole discretion, and telephone conferencesin lieu of completing the Merger in accordance with this Agreement, relating cause the Company to be merged into Merger Co, or MergerCo into the Company, in either case without a Stockholders Meeting and in accordance with the Delaware law; provided, however, that in such event, the rights of stockholders of the Company under this Agreement (including, without limitation, the right to receive the Merger Consideration) shall not be adversely affected thereby (other than the right to receive the Proxy Statement, attend the Stockholders Meeting and vote on the Merger, which shall no longer be applicable). (d) The Company will cause its transfer agent to make stock transfer records relating to the Company available to the extent reasonably necessary to effectuate the intent of this Agreement or the transactions contemplated by the Agreement.

Preparation of Proxy Statement. If required by applicable Law in order to consummate the Merger, the Company shall, as soon (a) As promptly as practicable following the Acceptance Timedate of this Agreement, Foreign Parent shall prepare and file with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) a preliminary proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”)) in connection with the Foreign Parent Stockholders Meeting. The Company shall respond to any comments cooperate with Foreign Parent in connection with the preparation of the SEC or its staff (after providing the Buyer with a reasonable opportunity to review and comment thereon) and shall cause the Proxy Statement and shall furnish all information concerning such party as Foreign Parent may reasonably request in connection with the preparation of the Proxy Statement. Parent shall use its reasonable best efforts to be mailed to its stockholders respond as promptly as practicable after to any comments from the resolution SEC with respect to the Proxy Statement and to cause the version of any such commentsthe Proxy Statement approved by the SEC to be mailed as promptly as practicable to the stockholders of Foreign Parent as provided in Section 5.5. The Parent will use all commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 5.1 to comply in all material respects with applicable Legal Requirements. (b) All filings by Foreign Parent with the SEC in connection with the transactions contemplated hereby, including the Proxy Statement, and all mailings to Foreign Parent’s stockholders in connection with the Merger and transactions contemplated by this Agreement shall be subject to the prior review and comment by the Company (which shall not be unreasonably delayed). Foreign Parent shall (i) as promptly as practicable notify the Buyer Company of (A) the receipt of any comments from the SEC and of all other written correspondence and oral communications with the SEC relating to the Proxy Statement and (B) any request by the SEC for amendments any amendment or supplements to the Proxy Statement or for additional information with respect thereto and shall (ii) supply the Buyer Company with copies of all correspondence between the Company it or any of its representativesRepresentatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, the Agreement Statement or the transactions contemplated by the Agreement. The Company will cause the Proxy Statement to comply in all material respects with applicable Law, including the applicable provisions of the Exchange Act and the rules and regulations thereunderMerger. If at any time prior to the Effective Time there shall occur any eventinformation relating to the Company, Foreign Parent, Parent or Merger Sub, or there shall be any of their respective Affiliates, directors or officers, is discovered any informationby the Company, that should Foreign Parent, Parent or Merger Sub, which is required to be set forth in an amendment or supplement to the Proxy Statement Statement, so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading (including any assumptions underlying forward-looking information), then the party that which discovers such information shall promptly notify the other parties hereto andand Foreign Parent shall, to with the extent required by applicable Lawcooperation of the Company, prepare, disseminate and file, as applicable, an appropriate amendment or supplement describing such information shall be filed promptly by the Company with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the transactions contemplated by the Agreementinformation.

Preparation of Proxy Statement. If required by applicable Law in order to consummate (a) As soon as reasonably practicable after the Mergerdate of this Agreement, the Company shall, as soon as practicable following the Acceptance Time, prepare and shall file with the SEC (after providing the Buyer with a reasonable opportunity to review Proxy Statement and comment thereon) a proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”). The Company shall respond to any comments of the SEC or its staff (after providing the Buyer with a reasonable opportunity to review and comment thereon) and shall cause the Proxy Statement to be mailed disseminated to the holders of the Shares, as and to the extent required and permitted by applicable federal securities Laws. Subject to Section 5.2, the Proxy Statement will contain the Company Recommendation. (b) Parent and Merger Sub will provide for inclusion or incorporation by reference in the Proxy Statement of all required information relating to Parent or its stockholders as Affiliates. Parent and its counsel shall be given the opportunity to review and comment on the Proxy Statement before it is filed with the SEC. In addition, the Company will provide Parent and its counsel, in writing, any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly as practicable after the resolution receipt of any such comments or other communications, and the opportunity to review and comment on such comments. The Company shall will respond promptly notify the Buyer of the receipt of to any such comments from the SEC and of any request by the SEC for amendments or supplements to its staff. The Company shall not file or mail the Proxy Statement or respond to comments of the SEC prior to receiving Parent’s approval, which approval shall not be unreasonably withheld or delayed. (c) Each of the Company, Parent and Merger Sub agrees to promptly (i) correct any information provided by it specifically for additional use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect and (ii) supplement the information provided by it specifically for use in the Proxy Statement to include any information that shall supply become necessary in order to make the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to statements in the Proxy Statement, the Agreement or the transactions contemplated by the Agreement. The Company will cause the Proxy Statement to comply in all material respects with applicable Law, including the applicable provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time there shall occur any event, or there shall be discovered any information, that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company further agrees to cause the Proxy Statement as so corrected or supplemented promptly to be filed with the SEC and to be disseminated to the holders of the Shares, the party that discovers such information shall promptly notify the other parties hereto and, in each case as and to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be filed promptly by the Company with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the transactions contemplated by the Agreementfederal securities Laws.

Preparation of Proxy Statement. If required by applicable Law in order to consummate Offering Memorandum; Stockholders ---------------------------------------------------------------- Meeting. ------- (a) As promptly as reasonably practicable following the Mergerdate hereof, the Company shall, as soon as practicable following the Acceptance Time, prepare and file with the SEC (after providing the Buyer Group shall cooperate in preparing acceptable materials which shall constitute the proxy statement relating to the matters to be submitted to the Company's stockholders at the Company's meeting of stockholders (the "Stockholders Meeting") and offering memorandum of MedSource relating to the offering of MedSource Shares (such proxy statement/offering memorandum, and any amendments or supplements thereto, the "Proxy Statement/Offering Memorandum"). The Company and the Buyer Group shall provide the other party with a reasonable opportunity to review and comment thereon) a proxy statement relating on any draft of the Proxy Statement/Offering Memorandum prior to delivery of the Proxy Statement/Offering Memorandum to the Stockholders’ Meeting (stockholders of the “Proxy Statement”)Company. The Company shall respond will use reasonable best efforts to any comments of the SEC or its staff (after providing the Buyer with a reasonable opportunity to review and comment thereon) and shall cause the Proxy Statement Statement/Offering Memorandum to be mailed to its the Company's stockholders as promptly as practicable after the resolution acceptance of any such comments. The Company shall promptly notify by the Buyer of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, the Agreement or the transactions contemplated by the Agreement. The Company will cause the Proxy Statement to comply in all material respects with applicable Law, including the applicable provisions of the Exchange Act and the rules and regulations thereunderGroup. If at any time prior to the Effective Time there shall occur any eventinformation relating to the Company, the Buyer Group or any of its respective affiliates, officers, or there shall directors, should be discovered any informationby one of the parties hereto, that which information should be set forth in an amendment or supplement to the Proxy Statement Statement/Offering Memorandum so that the Proxy Statement it would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the such party that discovers such information shall promptly notify the other parties hereto party and, to the extent required by applicable Lawlaw, rules or regulations, an appropriate amendment or supplement describing such information shall be filed promptly by the Company with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of the Company. . (b) The Company shall duly take all lawful action to call, give notice of, convene and its counsel shall permit the Buyerhold a Stockholders Meeting on December 29, the Acquisition Sub and their counsel to participate 2000, or such other date determined in all communications accordance with the SEC mutual agreement of the Company and its staffthe Buyer Group, including for the purpose of obtaining the stockholder approval of the Merger and shall take all meetings and telephone conferenceslawful action to solicit the Stockholder Vote, relating to regardless of whether or not the Proxy Statement, Board of Directors of the Company recommends adoption of this Agreement or and the transactions contemplated hereby by the Agreementstockholders of the Company.

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

Preparation of Proxy Statement. If required by applicable Law in order to consummate (a) Immediately after the Mergerexecution of this Agreement, the Company shallshall prepare, as soon as practicable following the Acceptance Time, prepare and file with the SEC (after providing the Buyer with cooperation of Parent and Subsidiary, a reasonable opportunity to review and comment thereon) a proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”). The Company shall respond to any comments of the SEC or its staff (after providing the Buyer with a reasonable opportunity to review and comment thereon) and shall cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after the resolution of any such comments. The Company shall promptly notify the Buyer of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect Shareholders to the Proxy Statementapprove this Agreement, the Agreement or Merger and the transactions contemplated hereby and thereby. The Proxy Statement shall include a disclosure document for the offer and issuance of the shares of Parent Common Stock and Parent Stock Warrants to be received by the Agreementholders of Company Common Stock in the Merger. The Parent and the Company will shall each use commercially reasonable efforts to cause the Proxy Statement to comply in all material respects with applicable Lawfederal and state securities laws requirements. Each of Parent and the Company agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, including in the applicable provisions reasonable judgment of the Exchange Act providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement, or in any amendments or supplements thereto, and to cause its counsel, accountants and auditors to cooperate with the rules other's counsel, accountants and regulations thereunderauditors in the preparation of the Proxy Statement. If The Company will promptly advise Parent, and Parent will promptly advise the Company, in writing if at any time prior to the Effective Time there Date either the Company or Parent shall occur obtain Knowledge of any event, facts that might make it necessary or there shall be discovered any information, that should be set forth in an amendment appropriate to amend or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereincontained or incorporated by reference therein not misleading or to comply with applicable law. The Proxy Statement shall contain the recommendation of the Board of Directors of the Company that the Company Shareholders approve the Merger and this Agreement and the conclusion of the Board of Directors that the terms and conditions of the Merger are fair and reasonable to the Company Shareholders, unless the Company's Board of Directors shall have determined in good faith that the failure to do so would violate the Board of Directors' fiduciary duties to the Company Shareholders under applicable law. Anything to the contrary contained herein notwithstanding, the Company shall not include in the light of the circumstances under which they were made, not misleadingProxy Statement any information with respect to Parent, the party that discovers such Subsidiary or their affiliates or associates, the form and content of which information shall promptly notify the other parties hereto and, not have been approved by Parent prior to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be filed promptly by the Company with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the transactions contemplated by the Agreementinclusion.

Preparation of Proxy Statement. If required by applicable Law in order to consummate the Merger, (a) Parent and the Company shall, as soon as practicable following the Acceptance Time, prepare and file with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) a proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”). The Company shall respond to any comments of the SEC or its staff (after providing the Buyer with a reasonable opportunity to review and comment thereon) and shall cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after the resolution date of this Agreement, but in any such commentsevent by no later than May 19, 2006, prepare and distribute to holders of Company Common Stock a proxy statement/offering memorandum relating to the Stockholders' Meeting (the "Proxy Statement"). The Company Proxy Statement shall promptly notify (i) include copies of Parent's Annual Report on Form 10-K for the Buyer of year ended December 31, 2005, Parent's Quarterly Report on Form 10-Q for the receipt of any comments from quarter ended March 31, 2006, and Parent's Proxy Statement on Schedule 14A filed with the SEC and on April 19, 2006, or (ii) refer recipients of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, the Agreement or the transactions contemplated by the Agreement. The Company will cause the Proxy Statement to comply in all material respects with applicable Law, including such documents and incorporate such documents by reference into the applicable provisions of the Exchange Act Proxy Statement. The Proxy Statement shall also include pro forma financial information for Parent and the rules Company as of and regulations thereunder. If at any time prior to for the Effective Time there shall occur any eventyear ended December 31, or there shall be discovered any information, that should be set forth 2005. (b) The information supplied by each of Parent and the Company in an amendment or supplement to the Proxy Statement so that shall not, at the Proxy Statement would not include date such materials (or any misstatement supplement thereto) are first mailed to such stockholders, at the time of the Stockholders' Meeting or at the Effective Time, 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 the light of the circumstances under which they were are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, . If at any time prior to the extent required by applicable Law, an appropriate amendment Effective Time any event or supplement describing such information shall be filed promptly by circumstance relating to Parent or the Company with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) and disseminated or any of their respective Subsidiaries or affiliates is discovered by Parent or the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate that should be set forth in all communications with the SEC and its staff, including all meetings and telephone conferences, relating a supplement to the Proxy Statement, Parent and the Company, as the case may be shall supplement such material. (c) The materials to be included in the Proxy Statement in the mailing to holders of Company Common Stock shall include (i) with respect to Eligible Holders, the Eligible Holder Election Materials and (ii) with respect to holders of Company Common Stock that are not Eligible Holders, the Non-Eligible Holder Election Materials. In the event Parent determines any supplemental information or materials are appropriate to be provided to the holders of Company Common Stock (x) prior to the receipt of the Stockholder Approval or (y) after receipt of the Stockholder Approval if there is a Stock Consideration Shortfall, to determine whether such holder qualifies as an accredited investor and otherwise satisfies the investor suitability standards required as set forth in the Investor Questionnaire and Election Form, then the Company shall cooperate with Parent in providing such materials to or communicating with such holders and obtaining appropriate representations and certifications or any clarification or further communication with such holders as appropriate in accordance with applicable securities laws, as reasonably determined by Parent as necessary to enable the Parent to effect an issuance of Parent Common Stock pursuant to this Agreement or the transactions contemplated by the Agreement(including pursuant to Section 2.1(b)(y)).

Preparation of Proxy Statement. If required by applicable Law in order As soon as practicable after the Agreement Date (subject to consummate the MergerParent’s performance of its obligations under Section 6.1(b)), the Company shall, as soon as practicable following the Acceptance Time, shall prepare and file shall cause to be filed with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) in preliminary form a proxy statement relating to the Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). Except as expressly contemplated by Section 5.2(f), the Proxy Statement shall include the Recommendation with respect to the Merger, the Fairness Opinion and a copy of Section 262 of the DGCL. The Company shall respond to any comments of the SEC or its staff (after providing the Buyer with a reasonable opportunity to review and comment thereon) and shall cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after Statement, at the resolution of any such comments. The Company shall promptly notify the Buyer time of the receipt mailing of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyer with copies of all correspondence between the Company any amendments or any of its representatives, on the one handsupplements thereto, and at the SEC, on the other hand, with respect to the Proxy Statement, the Agreement or the transactions contemplated by the Agreement. The Company will cause the Proxy Statement to comply in all material respects with applicable Law, including the applicable provisions time of the Exchange Act and the rules and regulations thereunder. If at Stockholders’ Meeting, to not contain any time prior to the Effective Time there shall occur any event, or there shall be discovered any information, that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, the party however, that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment no representation or supplement describing such information shall be filed promptly warranty is made by the Company with respect to information supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement. The Company shall cause the Proxy Statement to (i) comply as to form in all material respects with the provisions of the Exchange Act and satisfy the rules and regulations promulgated thereunder and (ii) satisfy all rules of the NYSE. The Company shall promptly notify Parent and Merger Sub upon the receipt of any comments from the SEC (after providing or its staff or any request from the Buyer SEC or its staff for amendments or supplements to the Proxy Statement, and shall provide Parent and Merger Sub with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC or its staff, on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or its staff with respect to the Proxy Statement, and the Company shall provide Parent and Merger Sub and their respective counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff. Prior to the filing of the Proxy Statement or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or its staff with respect thereto, the Company shall provide Parent and Merger Sub a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement propose comments on such document or the transactions contemplated by the Agreementresponse.

Preparation of Proxy Statement. If required by applicable Law (a) As soon as reasonably practicable after the date of this Agreement, and in order to consummate any event, within 20 calendar days after the Mergerdate of this Agreement, the Company shall, as soon as practicable following the Acceptance Time, prepare and shall file with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) a proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”)Statement in preliminary form. The Company shall respond will use reasonable best efforts to any comments of the SEC or its staff (after providing the Buyer with a reasonable opportunity to review and comment thereon) and shall cause the Proxy Statement to be mailed disseminated to its stockholders the holders of the Shares, as promptly as practicable (and in any event within five Business Days) after the resolution Proxy Statement is cleared by the SEC. Subject to Section 5.2, the Proxy Statement will contain the Company Recommendation and the Company shall use reasonable best efforts to obtain the Stockholder Approval. (b) The Parent Parties will provide for inclusion or incorporation by reference in the Proxy Statement all required information relating to Parent or its Affiliates. Parent and its counsel shall be given the opportunity to review and comment on the Proxy Statement before it is filed with the SEC. The Company will provide Parent and its counsel, in writing, any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of any such comments or other communications, and the opportunity to review and comment on such comments. The Company shall will respond promptly notify the Buyer of the receipt of to any such comments from the SEC or its staff. (c) Each of the Company and of the Parent Parties agrees to promptly (i) correct any request information provided by the SEC it specifically for amendments or supplements to use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect and (ii) supplement the information provided by it specifically for additional use in the Proxy Statement to include any information and that shall supply become necessary in order to make the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to statements in the Proxy Statement, the Agreement or the transactions contemplated by the Agreement. The Company will cause the Proxy Statement to comply in all material respects with applicable Law, including the applicable provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time there shall occur any event, or there shall be discovered any information, that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company further agrees to cause the Proxy Statement as so corrected or supplemented promptly to be filed with the SEC and to be disseminated to the holders of the Shares, the party that discovers such information shall promptly notify the other parties hereto and, in each case as and to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be filed promptly by the Company with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the transactions contemplated by the Agreementfederal securities Laws.

Preparation of Proxy Statement. If (a) Xxxxx, Merger Sub and Parent shall furnish to each other all information concerning such person or such person's business that is required by applicable Law to be included in order to consummate the Merger, the Company shall, as Proxy Statement. As soon as reasonably practicable following after the Acceptance Timedate hereof, but in any event not later than April 25, 2001, Xxxxx shall prepare and file with the SEC (after providing the Buyer Merger Sub and Parent with a reasonable opportunity to review and comment thereon) a preliminary proxy statement materials relating to the Stockholders’ ' Meeting (together with any amendments thereof or supplements thereto, the “"Proxy Statement”). The Company ") and shall use its best efforts to promptly respond to any comments of the staff ("Staff") of the SEC or its staff (after providing the Buyer Merger Sub and Parent with a reasonable opportunity to review and comment thereon) and shall to cause the Proxy Statement to be mailed to its Xxxxx'x stockholders as promptly as practicable after responding to all such comments to the resolution satisfaction of any such commentsthe Staff. The Company Xxxxx shall notify Merger Sub and Parent promptly notify the Buyer of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyer Merger Sub with copies of all correspondence between the Company Xxxxx or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, the Agreement Statement or the transactions contemplated by the AgreementMerger. The Company Xxxxx will cause the Proxy Statement to comply in all material respects with applicable Law, including the applicable provisions of the Exchange 1934 Act and the rules and regulations thereunderthereunder applicable to the Proxy Statement and the solicitation of proxies for the Stockholders' Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and its affiliates to ensure that the statements regarding the parties hereto and their affiliates and such transactions contained in the Proxy Statement will not on the date the Proxy Statement is mailed or on the date of the Stockholders' Meeting or at the Effective Time include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time Stockholders' Meeting there shall occur any event, or there shall be discovered any information, event that should be set forth in an amendment or supplement to the Proxy Statement so Statement, Xxxxx shall promptly prepare and mail to its stockholders such an amendment or supplement; provided, that no such amendment or supplement to the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to will be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, to the extent required made by applicable Law, an appropriate amendment or supplement describing such information shall be filed promptly by the Company with the SEC (after Xxxxx without providing the Buyer with a Merger Sub and Parent the reasonable opportunity to review and comment thereon) thereon and disseminated by without the Company to the stockholders approval of the CompanyMerger Sub and Parent, which approval shall not be unreasonably withheld. The Company Xxxxx and its counsel shall permit the BuyerMerger Sub, the Acquisition Sub Parent and their respective counsel to participate in all communications with the SEC and its staffStaff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the transactions contemplated Merger; provided that in the event that such participation by Merger Sub and Parent is not practicable, the Board of Directors shall promptly inform Merger Sub and Parent of the content of all such communications and the participants involved therein. (b) Subject to the provisions of Section 6.14 hereof, Xxxxx will include in the Proxy Statement the unanimous recommendation of Xxxxx'x Board of Directors to the stockholders of Xxxxx that this Agreement and the Merger be adopted and approved in all respects subject to any modification, amendment or withdrawal thereof as provided in this Agreement. The Proxy Statement shall contain a copy of the written opinion of the Xxxxx Financial Advisor described in Section 3.29. (c) Xxxxx, acting through its Board of Directors, shall, in accordance with its Certificate of Incorporation and By-laws, send the Proxy Statement to all beneficial owners of Xxxxx Common Stock and shall comply with the delivery requirements of Regulation 14A or Regulation 14C of the 1934 Act, whichever shall apply to the Proxy Statement.

Preparation of Proxy Statement. If required by applicable Law in order to consummate (a) As promptly as reasonably practicable after the Mergerexecution and delivery of this Agreement, the Company shall, as soon as practicable following the Acceptance Time, Parent shall prepare and file with the SEC (after providing under the Buyer Exchange Act, and with a reasonable opportunity to review and comment thereon) all other applicable regulatory bodies, a proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”)) to be used for the purpose of soliciting proxies from holders of Parent Ordinary Shares to vote in favor of the Transaction Proposals. The Company shall respond Proxy Statement will comply as to any comments form and substance with the applicable requirements of the Exchange Act and the rules and regulations hereunder. Parent shall file the definitive Proxy Statement with the SEC or its staff (after providing the Buyer with a reasonable opportunity to review and comment thereon) and shall cause the Proxy Statement to be mailed to its stockholders shareholders of record, as of the record date to be established by the board of directors of Parent, within five (5) Business Days of (A) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act, or (B) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC. (b) Prior to filing with the SEC, Parent will make available to the Company drafts of the Proxy Statement and any other documents to be filed with the SEC, both preliminary and final, and any amendment or supplement to the Proxy Statement or such other document and will provide the Company with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. Parent shall not file any such documents with the SEC without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). Parent will advise the Company promptly as practicable after it receives notice thereof, of (i) the resolution time when the Proxy Statement has been filed, (ii) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act, (iii) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC, (iv) the filing of any such comments. The Company shall promptly notify supplement or amendment to the Buyer of Proxy Statement, (v) the receipt issuance of any comments from stop order by the SEC and of SEC, (vi) any request by the SEC for amendments or supplements amendment of the Proxy Statement, (vii) any comments from the SEC relating to the Proxy Statement and responses thereto or (viii) requests by the SEC for additional information information. Parent shall promptly respond to any SEC comments on the Proxy Statement and shall supply use its reasonable best efforts to have the Buyer with copies of all correspondence between Proxy Statement cleared by the Company SEC under the Exchange Act as soon after filing as practicable; provided, that prior to responding to any requests or any of its representatives, on the one hand, and comments from the SEC, on the other hand, with respect Parent will make available to the Proxy Statement, Company drafts of any such response and provide the Agreement or the transactions contemplated by the Agreement. The Company will cause the Proxy Statement with a reasonable opportunity to comply in all material respects with applicable Law, including the applicable provisions of the Exchange Act and the rules and regulations thereunder. comment on such drafts (c) If at any time prior to the Effective Time there shall occur any event, or Parent Shareholders Meeting there shall be discovered any information, information that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information Parent shall promptly notify the other parties hereto and, transmit to the extent required by applicable Law, its shareholders an appropriate amendment or supplement describing to the Proxy Statement containing such information. (d) Parent shall make all necessary filings with respect to the Transaction Proposals under the Securities Act, the Exchange Act and applicable “blue sky” laws, and any rules and regulations thereunder. (e) The Company agrees to promptly provide Parent with all information shall be filed promptly by concerning the Company with and the SEC (after providing the Buyer with a reasonable opportunity to review management, operations and comment thereon) and disseminated by the Company to the stockholders financial condition of the Company. The Company and its counsel shall permit the BuyerSubsidiaries, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staffeach case, including all meetings and telephone conferences, relating to reasonably requested or required by Parent for inclusion in the Proxy Statement, this Agreement or the transactions contemplated by the Agreement.

Preparation of Proxy Statement. If required by applicable Law As soon as practicable after the date hereof (and in order any event, but subject to consummate the MergerParent’s timely performance of its obligations under Section 7.01(b), within fifteen (15) Business Days hereof), the Company shall, as soon as practicable following the Acceptance Time, shall prepare and file shall cause to be filed with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) in preliminary form a proxy statement relating to the Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). The Company shall respond to any comments of the SEC or its staff (after providing the Buyer with a reasonable opportunity to review and comment thereon) and shall cause Except as expressly contemplated by Section 6.02(d), the Proxy Statement to be mailed to its stockholders as promptly as practicable after shall include the resolution of any such comments. The Company shall promptly notify the Buyer of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, Recommendation with respect to the Proxy StatementMerger, the Agreement or Fairness Opinion and a copy of Section 262 of the transactions contemplated by the AgreementDGCL. The Company will cause the Proxy Statement to comply in all material respects with applicable LawStatement, including at the applicable provisions time of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time there shall occur any event, or there shall be discovered any information, that should be set forth in an amendment or supplement to mailing of the Proxy Statement so that or any amendments or supplements thereto, and at the Proxy Statement would time of the Stockholders’ Meeting, to not include contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, the party however, that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment no representation or supplement describing such information shall be filed promptly warranty is made by the Company with respect to information expressly supplied by Parent or Sub for inclusion or incorporation by reference in the Proxy Statement. The Company shall cause the Proxy Statement to comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder and to satisfy all rules of Nasdaq. The Company shall promptly notify Parent and Sub upon the receipt of any comments from the SEC (after providing or the Buyer staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement, and shall provide Parent and Sub with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, and the Company shall provide Parent and Sub and their respective counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff. Prior to the filing of the Proxy Statement or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent and Sub a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement propose comments on such document or the transactions contemplated by the Agreementresponse.

Preparation of Proxy Statement. If required by applicable Law (a) As soon as reasonably practicable after the Signing Date (and in order to consummate the Mergerno event later than 45 days thereafter), the Company shall, as soon as practicable following the Acceptance Time, prepare and shall file with the SEC the Proxy Statement. The Company shall use reasonable efforts to cause the Proxy Statement to be disseminated to the holders of the Shares, as promptly as practicable after the Proxy Statement is cleared by the SEC. Subject to Section 5.2, the Proxy Statement shall contain the Company Recommendation and the Company shall use reasonable best efforts to obtain the Shareholder Approval. (after providing b) Parent and Merger Sub shall provide for inclusion or incorporation by reference in the Buyer with a Proxy Statement all required information relating to Parent or its Affiliates. Parent and its counsel shall be given the reasonable opportunity to review and comment thereon) a proxy statement relating to on the Stockholders’ Meeting (Proxy Statement before it is filed with the “Proxy Statement”)SEC. The Company shall respond to provide Parent and its counsel, in writing, any comments of or other communications, whether written or oral, that the Company or its counsel may receive from time to time CLI-202375011v3 from the SEC or its staff (with respect to the Proxy Statement promptly after providing the Buyer with a reasonable receipt of such comments or other communications, and the opportunity to review and comment thereon) and shall cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after the resolution of any on such comments. The Company shall respond promptly notify the Buyer of the receipt of to any such comments from the SEC or its staff. (c) Each of the Company, Parent and of Merger Sub agrees to promptly (i) correct any request information provided by the SEC it specifically for amendments or supplements to use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect and (ii) supplement the information provided by it specifically for additional use in the Proxy Statement to include any information and that shall supply become necessary in order to make the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to statements in the Proxy Statement, the Agreement or the transactions contemplated by the Agreement. The Company will cause the Proxy Statement to comply in all material respects with applicable Law, including the applicable provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time there shall occur any event, or there shall be discovered any information, that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company further agrees to cause the Proxy Statement as so corrected or supplemented promptly to be filed with the SEC and to be disseminated to the holders of the Shares, the party that discovers such information shall promptly notify the other parties hereto and, in each case as and to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be filed promptly by the Company with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the transactions contemplated by the Agreement.

Preparation of Proxy Statement. If required by applicable Law As promptly as reasonably practicable after the date hereof (and in order to consummate the Mergerany event within twelve Business Days), the Company shall, as soon as practicable following the Acceptance Time, shall prepare and file with the SEC (after providing the Buyer with a reasonable opportunity preliminary Proxy Statement in form and substance reasonably satisfactory to review each of the Company and comment thereon) a proxy statement Parent relating to the Stockholders’ Meeting (Merger and the “transactions contemplated hereby. Subject to the terms of this Agreement, the Proxy Statement”)Statement shall reflect the Recommendation and shall include a description of the other Board Actions. The Company shall also include in the Proxy Statement, and represents that it will have obtained at the relevant time all necessary consents of the Company’s financial advisor to permit the Company to include in the Proxy Statement, in its entirety, the Fairness Opinion, together with a summary thereof. Parent shall cooperate with the Company in the preparation of the preliminary Proxy Statement and the definitive Proxy Statement and shall furnish to the Company the information relating to it and Merger Sub required by the Exchange Act. The Company shall use its commercially reasonable efforts, after consultation with Parent, to respond as promptly as practicable to any comments of the SEC and to cause the Proxy Statement in definitive form to be mailed to the Company’s shareholders at the earliest reasonably practicable time. 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 that it shall have become false or misleading in any material respect. The Company agrees to take all steps necessary to cause the Proxy Statement as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as, and to the extent, required by applicable Law. The Company shall promptly provide Parent and its counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from the SEC or its staff (after providing including any request by the Buyer SEC or its staff for any amendments or supplements to the preliminary Proxy Statement or the definitive Proxy Statement), and the Company and Parent shall cooperate in filing with the SEC or its staff, and, if required, the Company shall mail to its shareholders, as promptly as reasonably practicable, such amendment or supplement. Parent and its counsel shall be given a reasonable opportunity to review any written responses to such SEC comments and comment thereon) the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by Parent and shall cause the its counsel. The Proxy Statement to be mailed to its stockholders as promptly as practicable after the resolution of any such comments. The Company shall promptly notify the Buyer of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, the Agreement or the transactions contemplated by the Agreement. The Company will cause the Proxy Statement to comply in all material respects with all applicable requirements of Law, including the applicable provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time there shall occur any event, or there shall be discovered any information, that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be filed promptly by the Company with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the transactions contemplated by the Agreement.

Preparation of Proxy Statement. If required by applicable Law in order to consummate the Merger, the Company shall, as soon Shareholder Meeting. --------------------------------------------------- (a) As promptly as practicable following the Acceptance Timeacceptance for payment of and payment for shares (as evidenced by delivery of cash sufficient to pay the Offer Price with respect to each share of Company Common Stock tendered to the Exchange Agent with irrevocable instructions to pay to tendering shareholders) of the Company Common Stock by Offeror pursuant to the Offer, and if required by applicable law, Company shall prepare and file with the SEC (after providing a preliminary proxy or information statement in accordance with the Buyer with a reasonable opportunity to review and comment thereon) a proxy statement Exchange Act relating to the Stockholders’ Meeting (Merger and this Agreement and use all reasonable efforts to obtain and furnish the “Proxy Statement”). The Company shall information required to be included by the Exchange Act and the SEC in such preliminary proxy or information statement and, after consultation with Buyer and MergerCo, to respond promptly to any comments of made by the SEC with respect to such preliminary proxy or its staff (after providing the Buyer with information statement and cause a reasonable opportunity to review and comment thereon) and shall cause the Proxy Statement definitive proxy or information statement, including any amendment or supplement thereto, to be mailed to Company's shareholders, provided that no amendment or supplement to such preliminary proxy or information statement will be made by Company without consultation with Buyer, MergerCo and their counsel. If, at any time prior to the Shareholders Meeting, any event with respect to Company, its stockholders as promptly as practicable after Subsidiaries, directors, officers, and/or the resolution of any such comments. The Merger or the other transactions contemplated hereby shall occur, which is required to be described in the Proxy Statement, Company shall so describe such event and, to the extent required by applicable law, shall cause it to be disseminated to Company's shareholders. (b) Company will promptly notify the MergerCo and Buyer of (i) the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to regarding the Proxy Statement or for additional information and shall supply (ii) the Buyer with copies approval of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, the Agreement or the transactions contemplated by the Agreement. The Company will cause the Proxy Statement to comply in all material respects with applicable Law, including by the applicable provisions of the Exchange Act SEC. MergerCo and the rules and regulations thereunder. If at any time prior to the Effective Time there shall occur any event, or there Buyer shall be discovered any information, that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be filed promptly by the Company with the SEC (after providing the Buyer with given a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in on all communications filings with the SEC and all mailings to Company's shareholders in connection with the Merger prior to the filing or mailing thereof, and Company shall use all reasonable efforts to reflect all such comments. (c) If adoption of this Agreement is required by applicable law, Company will, as promptly as practicable following the acceptance for payment of and payment for shares (as evidenced by delivery of cash sufficient to pay the Offer Price with respect to each share of Company Common Stock tendered to the Exchange Agent with irrevocable instructions to pay to tendering shareholders) of the Company Common Stock by Offeror pursuant to the Offer and in consultation with MergerCo and Buyer, duly call, give notice of, convene and hold a meeting of the Company's shareholders (the "Shareholders Meeting") for the purpose of approving this Agreement and the transactions contemplated by this Agreement. Company will, through its staffBoard of Directors, including recommend to its shareholders approval of the foregoing matters and seek to obtain all meetings votes and telephone conferencesapprovals thereof by the shareholders, relating as set forth in Section 4.15; provided, however, that the obligations contained herein shall be subject to the provisions of Section 7.6 of this Agreement and, provided further that such recommendation and other action may be withdrawn, modified or amended if Company determines in good faith, based on advice of its outside counsel, that such action is necessary in order for the Board of Directors of the Company to comply with its fiduciary duties under applicable law. Subject to the foregoing, such recommendation, together with a copy of the opinion referred to in Section 4.14 shall be included in the Proxy Statement. Company will use all reasonable efforts to hold such Shareholders Meeting as soon as practicable after the date hereof. At the Shareholders Meeting, Offeror shall cause all shares of Company Common Stock then owned by Buyer, MergerCo or any affiliate thereof to be voted in favor of the adoption of this Agreement and in favor of any other resolution necessary to approve the transactions contemplated by this Agreement. Notwithstanding the foregoing, if Offeror shall acquire at least 90% of the outstanding Company Common Stock pursuant to the Offer, MergerCo may cause the Merger to occur without a Shareholders Meeting and in accordance with Article 5.16 of the TBCA; provided, however, that in such event, the rights of shareholders of Company under this Agreement (including, without limitation, the right to receive the Merger Consideration) shall not be adversely affected thereby (other than the right to receive the Proxy Statement, attend the Shareholders Meeting and vote on the Merger, which shall no longer be applicable). (d) Company will cause its transfer agent to make stock transfer records relating to Company available to the extent reasonably necessary to effectuate the intent of this Agreement or the transactions contemplated by the Agreement.

Preparation of Proxy Statement. If As soon as practicable after the date hereof (and in any event, within fifteen (15) Business Days hereof, assuming the Company has received all required by applicable Law in order to consummate the Mergerinformation from Parent), the Company shall, as soon as practicable following with the Acceptance Timeassistance of Parent, prepare and file shall cause to be filed with the SEC in preliminary form a proxy statement relating to the Shareholders’ Meeting (after together with any amendments thereof or supplements thereto, the “Proxy Statement”). Except as expressly contemplated by Section 5.02(e), the Proxy Statement shall include the Company Board Recommendation with respect to the Merger and the Fairness Opinion. Parent and the Company shall cooperate with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement promptly following any request therefor from the Company. The Company shall, assuming Parent’s compliance with its obligations under Section 6.01(b), cause the Proxy Statement, at the date of mailing to the Company’s shareholders, to comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder and to satisfy all rules of the NYSE. Notwithstanding the foregoing, the Company shall not file the Proxy Statement, or any amendment or supplement thereto, without providing the Buyer with Parent, Merger Sub or their counsel a reasonable opportunity to review and comment thereon) a proxy statement relating to thereon (and such comments shall be reasonably considered by the Stockholders’ Meeting (the “Proxy Statement”Company). The Company shall respond to any comments of the SEC or its staff shall, promptly (after providing the Buyer with a reasonable opportunity to review and comment thereoni) and shall cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after the resolution of any such comments. The Company shall promptly notify the Buyer Parent of the receipt of any comments or inquiries received by the Company from the SEC and of any request by or the SEC for amendments or supplements staff thereof related to the Proxy Statement or any request for additional information information, and shall supply the Buyer (ii) provide Parent with copies of all written correspondence between the Company or any of and its representativesRepresentatives, on the one hand, and the SECSEC or the staff thereof, on the other hand, with respect to the Proxy Statement, the Agreement or the transactions contemplated by the Agreement. The Company will cause the Proxy Statement to comply in all material respects shall provide Parent, Merger Sub and their counsel with applicable Law, including the applicable provisions copies of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time there shall occur any event, written comments or there shall be discovered any information, that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required responses to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be filed promptly submitted by the Company with in response to any comments or inquiries from the SEC (after providing or the Buyer with staff thereof and shall provide Parent and Merger Sub and their counsel a reasonable opportunity to review and comment thereon) and disseminated by participate in the Company formulation of any written responses to the stockholders any such written comments of the Company. The Company and SEC or its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, staff relating to the Proxy Statement. The Company shall use its reasonable best efforts to resolve, this Agreement or and each Party agrees to consult and cooperate with the transactions contemplated other Parties and use reasonable best efforts in resolving, all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof and to cause the Proxy Statement in definitive form to be cleared by the AgreementSEC as promptly as reasonably practicable following the filing thereof.

Preparation of Proxy Statement. If required by applicable Law in order to consummate (a) Immediately after the Mergerexecution of this Agreement, the Company shallshall prepare, as soon as practicable following the Acceptance Time, prepare and file with the SEC (after providing the Buyer with cooperation of Parent, a reasonable opportunity to review and comment thereon) a proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”). The Company shall respond to any comments of the SEC or its staff (after providing the Buyer with a reasonable opportunity to review and comment thereon) and shall cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after the resolution of any such comments. The Company shall promptly notify the Buyer of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect Shareholders to the Proxy Statementapprove this Agreement, the Agreement or Merger and the transactions contemplated hereby and thereby. The Proxy Statement shall include a disclosure document for the offer and issuance of the shares of Parent Common Stock and Parent Stock Warrants to be received by the Agreementholders of Company Common Stock and Company Preferred Stock in the Merger. The Parent and the Company will shall each use commercially reasonable efforts to cause the Proxy Statement to comply in all material respects with applicable Lawfederal and state securities laws requirements. Each of Parent and the Company agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, including in the applicable provisions reasonable judgment of the Exchange Act providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement, or in any amendments or supplements thereto, and to cause its counsel, accountants and auditors to cooperate with the rules other's counsel, accountants and regulations thereunderauditors in the preparation of the Proxy Statement. If The Company will promptly advise Parent, and Parent will promptly advise the Company, in writing if at any time prior to the Effective Time there Date either the Company or Parent shall occur obtain Knowledge of any event, facts that might make it necessary or there shall be discovered any information, that should be set forth in an amendment appropriate to amend or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereincontained or incorporated by reference therein not misleading or to comply with applicable law. The Proxy Statement shall contain the recommendation of the Board of Directors of the Company that the Company Shareholders approve the Merger and this Agreement and the conclusion of the Board of Directors that the terms and conditions of the Merger are fair and reasonable to the Company Shareholders, unless the Company's Board of Directors shall have determined in good faith that the failure to do so would violate the Board of Directors' fiduciary duties to the Company Shareholders under applicable law. Anything to the contrary contained herein notwithstanding, the Company shall not include in the light of the circumstances under which they were made, not misleadingProxy Statement any information with respect to Parent or its affiliates or associates, the party that discovers such form and content of which information shall promptly notify the other parties hereto and, not have been approved by Parent prior to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be filed promptly by the Company with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the transactions contemplated by the Agreementinclusion.

Preparation of Proxy Statement. If required by applicable Law in order to consummate (a) As promptly as practicable after the Mergerdate of this Agreement, the Company shall, as soon as practicable following the Acceptance Time, will prepare and file with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) a proxy statement relating to the Stockholders’ Meeting (the “preliminary Proxy Statement”). Each of Parent and the Company will furnish such information as may reasonably be requested by the other in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall will use all commercially reasonable efforts to promptly respond to any comments of the SEC or its staff (after providing with respect to the Buyer with a reasonable opportunity Proxy Statement and to review and comment thereon) and shall cause the definitive Proxy Statement to be mailed to its stockholders the Company’s shareholders as promptly as reasonably practicable after the resolution date of any such commentsthis Agreement. The Company shall will promptly (i) notify the Buyer Parent of the receipt of any comments from the SEC or the SEC staff and of any request by the SEC or the SEC staff for amendments or supplements to the Proxy Statement or for additional information information, and shall (ii) supply the Buyer Parent with copies of all correspondence between the Company (or any of its representatives, on the one hand, Representatives) and the SEC, on SEC or the other hand, SEC staff with respect to the Proxy Statement. (b) Notwithstanding Section 5.3(a), the Agreement prior to filing or the transactions contemplated by the Agreement. The Company will cause mailing the Proxy Statement (or any amendment or supplement thereto) or responding to comply in all material respects with applicable Law, including the applicable provisions any comments of the Exchange Act SEC or its staff, the Company (i) will provide Parent with an opportunity to review and comment on such document or response, (ii) will include in such document or response all comments reasonably proposed by Parent to the rules extent reasonably acceptable to the Company, and regulations thereunder. (iii) will not file or mail such document or respond to such comments prior to receiving Parent’s approval (which approval may not be unreasonably withheld, conditioned or delayed). (c) If at any time prior to the Effective Time there shall occur any eventinformation relating to the Company or Parent, or there shall be any of their respective Affiliates, is discovered any information, that by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement Statement, so that the Proxy Statement either such document would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were are made, not misleading, the party that which discovers such information shall will promptly notify the other parties hereto and, to the extent required by applicable Law, the Company will promptly file an appropriate amendment or supplement describing such information shall be filed promptly by the Company with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) and disseminated by the Company disseminate such amendment or supplement to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the transactions contemplated by the Agreement’s shareholders.

Preparation of Proxy Statement. If required by applicable Law in order (a) Parent will promptly furnish to consummate the Merger, the Company shall, as soon as practicable following the Acceptance Time, prepare such data and file with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) a proxy statement information relating to Parent and Merger Sub as the Stockholders’ Meeting (Company may reasonably request for the “Proxy Statement”). The Company shall respond to any comments purpose of the SEC or its staff (after providing the Buyer with a reasonable opportunity to review including such data and comment thereon) and shall cause information in the Proxy Statement and any amendments or supplements thereto used by the Company to be mailed to its stockholders as promptly as practicable after obtain Company Stockholder Approval, and Parent and Merger Sub shall otherwise assist and cooperate with the Company in the preparation of the Proxy Statement and the resolution of any such commentscomments thereto received from the SEC. (b) As promptly as reasonably practicable after the execution of this Agreement, the Company shall prepare in preliminary form and cause to be filed with the SEC a Proxy Statement relating to the matters to be submitted to the holders of Company Common Stock at the Company Stockholders Meeting. The Company shall will advise Parent promptly notify the Buyer of the receipt of any comments from the SEC and after it receives notice thereof, of any request by the SEC for amendments or supplements to amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information information. Prior to the filing of the Proxy Statement (or any exhibits, amendments or supplements thereto) or any dissemination thereof to the stockholders of the Company, or responding to any comments from the SEC with respect thereto, the Company shall provide Parent and its counsel a reasonable opportunity to review and to propose comments on such document or response and shall supply consider in good faith all of Parent’s comments or suggestions prior to filing the Buyer with copies of all correspondence between the Company Proxy Statement or exhibits, amendments or supplements thereto or any of its representatives, on the one hand, and response to any comments from the SEC, on including any comment letters from the other hand, with respect to the Proxy Statement, the Agreement or the transactions contemplated by the Agreement. SEC. (c) The Company will cause agrees that as of the date of mailing to stockholders of the Company and at the time of the Company Stockholders Meeting, (i) the Proxy Statement to will comply in all material respects with applicable Law, including the applicable provisions of the Exchange Act and the rules and regulations thereunder. If at thereunder and (ii) none of the information supplied by the Company or any time prior to Company Subsidiaries for inclusion in the Effective Time there shall occur any event, or there Proxy Statement (which shall be discovered any information, that should deemed to be all information set forth in an amendment or supplement to the Proxy Statement so that Statement, except for information provided by Parent for inclusion in the Proxy Statement would not include Statement), will contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent and Merger Sub agree that none of the information supplied by either of them or any of their Affiliates for inclusion in (A) the Proxy Statement at the time such Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and at the time such stockholders vote on approval of this Agreement and the Merger, and (B) any Company Disclosure Letter other than the Company Proxy Statement, at the time of the filing with the SEC of such Company Disclosure Letter or any supplement or amendment thereto, and, at the time of any distribution or dissemination thereof to the Company’s stockholders, will 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. If at any time prior to the Effective Time, any information relating to Parent or the Company, or any of their respective Subsidiaries, Affiliates, officers or directors, should be discovered by Parent or the Company that should be set forth in an amendment or supplement to the Proxy Statement, so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that Party which discovers such information shall promptly notify the other parties hereto Other Party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be filed promptly by the Company with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of the Company. The . (d) Parent and the Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in make all communications necessary filings with the SEC and its staff, including all meetings and telephone conferences, relating respect to the Proxy Statement, this Agreement or Transactions under the transactions contemplated by Securities Act and the AgreementExchange Act and applicable blue sky laws and the rules and regulations thereunder.

Preparation of Proxy Statement. If required by applicable Law in order to consummate (a) As soon as reasonably practicable after the Mergerdate of this Agreement, the Company shall, as soon as practicable following the Acceptance Timein cooperation with Parent, prepare and file with the SEC (after the Proxy Statement in preliminary form. The Company shall not file with the SEC the Proxy Statement or any amendments or supplements thereto without providing the Buyer with Parent a reasonable opportunity to review and comment thereon) a proxy statement relating to thereon (which comments shall be reasonably considered by the Stockholders’ Meeting (the “Proxy Statement”Company). The Company will use reasonable efforts to cause the Proxy Statement to be disseminated to the holders of the Shares, as and to the extent required by applicable federal securities Laws. Subject to Section 5.2, the Proxy Statement will contain the Company Recommendation. (b) Parent and Merger Sub will provide for inclusion or incorporation by reference in the Proxy Statement of all required information relating to Parent or its Affiliates. Parent and its counsel shall respond be given the opportunity to review and comment on the Proxy Statement before it is filed with the SEC. In addition, the Company will provide Parent and its counsel, in writing, any comments of or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff (with respect to the Proxy Statement promptly after the receipt of such comments or other communications, and will provide Parent and its counsel with the opportunity to review and comment on the Company’s proposed response thereto. The Company will consult with Parent prior to responding to comments from the SEC or its staff, and shall respond promptly to any such comments after providing the Buyer with Parent a reasonable opportunity to review and comment thereonthereon (which comments shall be reasonably considered by the Company). (c) Each of the Company, Parent and Merger Sub agrees to promptly (i) correct any information provided by it specifically for use in the Proxy Statement if and to the extent that such information shall cause have become false or misleading in any material respect and (ii) supplement the information provided by it specifically for use in the Proxy Statement to be mailed include any information that shall become necessary in order to its stockholders as promptly as practicable after make the resolution of any such comments. The Company shall promptly notify the Buyer of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to statements in the Proxy Statement, the Agreement or the transactions contemplated by the Agreement. The Company will cause the Proxy Statement to comply in all material respects with applicable Law, including the applicable provisions light of the Exchange Act and the rules and regulations thereundercircumstances under which they were made, not misleading. If at any time prior to the Effective Time receipt of the Shareholder Approval there shall occur any event, or there shall be discovered any information, event that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingStatement, the party that discovers such information Company shall promptly notify the other parties hereto andParent of such event, and in cooperation with Parent, prepare and mail to the extent required by applicable Law, its stockholders such an appropriate amendment or supplement describing such information shall be filed promptly by the Company with the SEC (after providing the Buyer with Parent a reasonable opportunity to review and comment thereon) and disseminated thereon (which comments shall be reasonably considered by the Company to the stockholders of the Company). The Company and its counsel shall permit further agrees to cause the BuyerProxy Statement, the Acquisition Sub and their counsel as so corrected or supplemented, promptly to participate in all communications be filed with the SEC and its staff, including all meetings and telephone conferences, relating to be disseminated to the Proxy Statementholders of the Shares, this Agreement or in each case as and to the transactions contemplated extent required by the Agreementapplicable federal securities Laws.

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

Preparation of Proxy Statement. If required by applicable Law in order to consummate the Merger, the Company shall, (a) As promptly as soon as reasonably practicable following the Acceptance Timedate hereof, Parent and the Company shall prepare and file with the SEC mutually acceptable proxy materials that shall constitute the Proxy Statement/Prospectus (after providing the Buyer with a reasonable opportunity to review such proxy statement/prospectus, and comment thereon) a proxy statement relating to the Stockholders’ Meeting (any amendments or supplements thereto, the “Proxy Statement/Prospectus”)) and Parent shall prepare and file the Form S-4. The Company shall respond to any comments Proxy Statement/Prospectus will be included in and will constitute a part of the SEC or its staff (after providing the Buyer with a reasonable opportunity to review and comment thereon) and shall cause the Proxy Statement to be mailed to its stockholders Form S-4 as promptly as practicable after the resolution of any such commentsParent’s prospectus. The Company shall promptly notify the Buyer of the receipt of any comments from the SEC Form S-4 and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, the Agreement or the transactions contemplated by the Agreement. The Company will cause the Proxy Statement /Prospectus shall comply as to comply form in all material respects with applicable Law, including the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of Parent and the Company shall use commercially reasonable efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. (c) Parent and the Company shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Proxy Statement/Prospectus received from the SEC. Parent shall provide the Company with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 and any communications prior to filing such with the SEC, and will promptly provide the Company with a copy of all such filings and communications made with the SEC. (d) The Company will use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Share Issuance and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4. (e) If at any time prior to the Effective Time there shall occur any eventinformation relating to Parent or the Company, or there shall any of their respective Affiliates, officers or directors, should be discovered any information, that by Parent or the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement Statement/Prospectus so that the Proxy Statement any of such documents would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties party hereto and, to the extent required by applicable Lawlaw, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed promptly by the Company with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the transactions contemplated by the Agreement.

Preparation of Proxy Statement. If required by applicable Law in order to consummate the MergerParent, Merger Sub and the Company shall, as soon as practicable following the Acceptance Time, shall promptly prepare and the Company shall file with the SEC (after providing the Buyer preliminary Proxy Statement for use in connection with a reasonable opportunity to review the solicitation of proxies from the Company’s stockholders in connection with the Merger and comment thereon) a proxy statement relating to the Stockholders’ Meeting (Meeting; provided, however, that the “Company shall furnish such preliminary Proxy Statement to Parent for review before such filing with the SEC and that such filing shall be subject to Parent’s prior approval of the preliminary Proxy Statement”, which approval shall not be unreasonably withheld or delayed. Subject to Section 4.2(d), the Proxy Statement shall include a description of the determinations and approvals, and shall include the Recommendations, of the Company’s Board of Directors. The Company and Parent shall respond to cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent promptly copies of all correspondence between the Company or any representative of the Company and the SEC. As promptly as practicable after comments are received from the SEC with respect to the preliminary Proxy Statement, the Company, Parent and the Merger Sub shall use commercially reasonable efforts to respond to the comments of the SEC. The Company shall give Parent and its staff (after providing counsel the Buyer with a reasonable opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments of the SEC prior to their being filed with or sent to the SEC, and the filing of such shall be subject to Parent’s prior approval, which approval shall not be unreasonably withheld or delayed. Parent shall promptly provide the Company with such information as may be required to be included in the Proxy Statement or as may be reasonably required to respond to any comment thereonof the SEC. After all the comments received from the SEC have been cleared by the SEC staff and all information required to be contained in the Proxy Statement has been included therein by the Company (or, in the event the SEC has informed the Company that it will not review the preliminary Proxy Statement, then as promptly as practicable following the tenth (10th) day following the filing of the preliminary Proxy Statement), the Company shall file the definitive Proxy Statement with the SEC and shall cause the Proxy Statement to be mailed to its stockholders of record, as of the record date established by the Board of Directors of the Company, as promptly as practicable after thereafter. Notwithstanding the resolution foregoing, if the Board of any such comments. The Company shall promptly notify the Buyer Directors of the receipt of any comments from Company withdraws, modifies or changes the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, the Agreement or the transactions contemplated by the Agreement. The Company will cause the Proxy Statement to comply Recommendations in all material respects with applicable Law, including the applicable provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time there shall occur any event, or there shall be discovered any information, that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be filed promptly by the Company with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the transactions contemplated by the Agreement.accordance with

Preparation of Proxy Statement. If required by applicable Law in order to consummate the Merger, the (a) The Company shall, shall as soon promptly as reasonably practicable following the Acceptance Time, prepare and file with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) a proxy statement relating to the Stockholders’ Meeting (the “preliminary Proxy Statement”), provided, however, that the Company shall furnish such preliminary Proxy Statement to Parent for review before such filing with the SEC and that such filing shall be subject to Parent’s prior approval of the preliminary Proxy Statement, which approval shall not be unreasonably withheld or delayed. The Company and Parent shall respond to cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent promptly copies of all correspondence between the Company or any representative of the Company and the SEC. As promptly as reasonably practicable after comments are received from the SEC with respect to the preliminary Proxy Statement, the Company shall use commercially reasonable efforts to respond to the comments of the SEC. The Company shall give Parent and its staff (after providing counsel the Buyer with a reasonable opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments of the SEC prior to their being filed with or sent to the SEC, and the filing of such shall be subject to Parent’s prior approval, which approval shall not be unreasonably withheld or delayed. Parent shall promptly provide the Company with such information as may be required to be included in the Proxy Statement or as may be reasonably required to respond to any comment thereon) of the SEC. After all the comments received from the SEC, if any, have been cleared by the SEC staff and all information required to be contained in the Proxy Statement has been included therein by the Company, the Company shall file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed to its stockholders of record, as of the record date established by the Board of Directors of the Company, as promptly as practicable after thereafter. Notwithstanding the resolution of any such comments. The foregoing, if this Agreement is terminated in accordance with Section 7.1(d) and the Company has complied with Section 7.3(b), the Company shall promptly notify not be required to comply with the Buyer provisions of this Section 5.1. (b) If prior to the receipt of the Company Stockholder Approval (as defined in Section 6.1(a)) any comments from the SEC and of any request by the SEC for amendments or supplements event occurs with respect to the Proxy Statement or for additional information and shall supply the Buyer with copies of all correspondence between the Company or any of its representativesSubsidiaries, on the one hand, and the SEC, on the other hand, or any change occurs with respect to other information supplied by the Company for inclusion in the Proxy Statement which is required to be described in an amendment of, or a supplement to, the Proxy Statement, the Agreement or the transactions contemplated by the Agreement. The Company will cause the Proxy Statement to comply in all material respects with applicable Lawshall promptly notify Parent of such event, including the applicable provisions of the Exchange Act and the rules Company and regulations thereunder. If at Parent shall cooperate in the prompt filing with the SEC of any time prior to the Effective Time there shall occur any event, or there shall be discovered any information, that should be set forth in an necessary amendment or supplement to the Proxy Statement so that and, as required by law, in disseminating the information contained in such amendment or supplement to the Company’s stockholders. (c) If prior to the receipt of the Company Stockholder Approval, any event occurs with respect to Guarantor, Parent or Merger Sub, or any change occurs with respect to other information supplied by the Parent for inclusion in the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact which is required to be stated therein described in an amendment of, or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadinga supplement to, the party that discovers such information Proxy Statement, Parent shall promptly notify the other parties hereto andCompany of such event, to and the extent required by applicable LawCompany and Parent shall cooperate in the prompt filing with the SEC, an appropriate of any necessary amendment or supplement describing such information shall be filed promptly by the Company with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy StatementStatement and, this Agreement as required by law, in disseminating the information contained in such amendment or supplement to the transactions contemplated by the AgreementCompany’s stockholders.

Preparation of Proxy Statement. If required by applicable Law in order to consummate As soon as practicable after the Mergerdate hereof, the Company shallshall prepare and (subject to Parent’s timely performance of its obligations under Section 6.05(b)), as soon as practicable promptly following the Acceptance TimeNo Shop Period Start Date, prepare and file shall cause to be filed with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) in preliminary form a proxy statement relating to the Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). The Company shall respond Unless there is an Adverse Recommendation Change pursuant to any comments of the SEC or its staff (after providing the Buyer with a reasonable opportunity to review and comment thereon) and shall cause Section 6.04, the Proxy Statement to be mailed to its stockholders as promptly as practicable after shall include the resolution of any such comments. The Company shall promptly notify the Buyer of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, the Agreement or the transactions contemplated by the AgreementBoard Recommendation. The Company will cause the Proxy Statement to comply in all material respects with applicable LawStatement, including at the applicable provisions time of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time there shall occur any event, or there shall be discovered any information, that should be set forth in an amendment or supplement to mailing of the Proxy Statement so that or any amendments or supplements thereto, and at the Proxy Statement would time of the Stockholders’ Meeting, to not include contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, the party however, that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment no representation or supplement describing such information shall be filed promptly warranty is made by the Company with respect to information supplied by Parent or Merger Sub in writing for inclusion or incorporation by reference in the Proxy Statement. The Company will use its reasonable best efforts to cause the Proxy Statement to comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder and to satisfy all rules of NASDAQ. The Company shall, as promptly as reasonably practicable, notify Parent and Merger Sub upon the receipt of any comments from the SEC (after providing or the Buyer staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement, and shall provide, as promptly as reasonably practicable, Parent and Merger Sub with copies of all material correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, and the Company shall provide Parent and Merger Sub and their respective counsel a reasonable opportunity to participate in any telephone conferences or meetings with respect to such comments as well as the formulation of any written response to any such written comments of the SEC or its staff. Prior to the filing of the Proxy Statement or the dissemination thereof to the Company’s stockholders, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent and Merger Sub and their Representatives a reasonable opportunity to review and comment thereon) to propose comments on such document or response and disseminated shall consider in good faith any comments so proposed. Parent and the Company shall each use reasonable best efforts to have the Proxy Statement cleared by the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the transactions contemplated by the Agreementas promptly as reasonably practicable after filing.

Preparation of Proxy Statement. If required by applicable Law in order to consummate the Merger, the Company Stockholders Meeting (a) The Company shall, as soon as practicable following the Acceptance Timeacquisition by Merger Sub of the Minimum Shares pursuant to the Offer, to the extent necessary to consummate the Merger, duly call, give notice of, convene and hold a meeting (or obtain the written consents) of its stockholders (the “Company Stockholders Meeting”) for the purpose of obtaining the Required Company Vote, and the Company shall, through the Company Board, recommend to its stockholders that they accept the Offer and tender all of their shares of Company Common Stock to Merger Sub and approve the transactions contemplated by this Agreement; provided, however, that the Company Board may withdraw or modify such recommendation in accordance with Section 5.4. Parent shall vote or cause to be voted all shares of Company Common Stock owned of record by Parent or Merger Sub in favor of the transactions contemplated by this Agreement. (b) Notwithstanding the preceding paragraph or any other provision of this Agreement, in the event Merger Sub owns 90% or more of the outstanding shares of Company Common Stock following the expiration of the Offer and any exercise of the Company Option, the Company shall not be required to call the Company Stockholders Meeting or to file or mail the Proxy Statement, and the parties hereto shall, at the request of Parent and subject to Article VI, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable following such expiration without a meeting of stockholders of the Company in accordance with Section 253 of the DGCL and Section 5.16 of the TBCA. (c) If required by applicable law, as soon as practicable following Parent’s request, the Company shall prepare and file with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) a proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”). The Company shall respond use its best efforts to any comments of the SEC or its staff (after providing the Buyer with a reasonable opportunity to review and comment thereon) and shall cause the Proxy Statement to be mailed to its the Company’s stockholders as promptly as practicable after the resolution of any such comments. The Company shall promptly notify the Buyer of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, the Agreement or the transactions contemplated by the Agreement. The Company will cause the Proxy Statement to comply in all material respects with applicable Law, including the applicable provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time there shall occur any event, or there shall be discovered any information, that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be filed promptly by the Company with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the transactions contemplated by the Agreementpracticable.